Seaspace’s majority shareholder will retain a significant interest in the business (with responsibility for its operation to the management team) as ownership of the company changes hands.
The transaction comes on the heels of Emerge’s acquisition of Newcastle-based freight forwarder Berser International Cargo Services Ltd in September 2021. Both transactions have been funded by a combination of debt facilities from MSIF, which facilitated a mezzanine facility, and Arbuthnot, which provided an invoice discounting facility and term loans. Additionally, the funding package includes a substantial injection of capital intended to support future growth.
Denise Walker, Head of Corporate Department at Glenville Walker and Partners, advised MSIF on the transaction. Arbuthnot was advised by Bermans while Emerge was advised by Brabners and Hill Dickinson.
Denise Walker, Head of Business Law at Glenville Walker and Partners:
What are common aspects that you advise on as a legal adviser on such deals?
When acting for a funder, your role is to provide the legal framework and documentation to permit the loan or investment to take place. The lender or investor will have specific requirements as to how the monies loaned or invested are to be spent, how the business is to be managed and how decisions are to be made after the company has been acquired. There are often a number of lenders involved and our role is to align all the documentation and forms of finance so that all lenders and investors are fairly treated and that their requirements (as to control, etc.) are catered for.
How did you ensure that the transaction was the right one for all those involved?
Attention to detail is essential in this role, but you must also apply commercial reasoning and advise your client in order to protect their position and to obtain their objectives and requirements to the best of your ability but without, yourself, becoming a ‘deal blocker’ or a lawyer who has ‘swallowed a textbook’, because common sense and experience should prevail. We are facilitators, not inhibitors!
How did you overcome the challenges encountered during the process?
We had to move quickly once appointed, to get the job done. Often this is the best way to work as you can live and breathe the transaction for a short, but intense period of time. Therefore, all of the deal terms are at the forefront of your mind and your focus is clear.
