TRANSACTION INTERVIEW 71 Can you tell us any more about this transaction and the role that your team played in it? The KWM London team advised SEF and the Quadrivio management team from the start to the finish of this exciting deal. We played a key role in supporting the team through the initial auction process, with some key strategic, pricing and legal decisions to be made, through the offer letter stages and in agreeing exclusivity. Thereafter, it was ’full steam ahead’ with a full group diligence exercise, restructuring to ready the target group for the sale and negotiation of the deal SPA and acquisition financing documentation. Throughout the process, the broader team was involved in complex problem-solving and management of a multi-faceted transaction and documentation process, to ultimately best meet the needs of our client, the financing parties and others involved – a true team effort. Why was The Private Clinic an attractive prospect for investment on the part of Silver Economy Fund? SEF believe in the strong equity story of TPC based on its high-end positioning and high-quality elective surgeries and cosmetic medical services. SEF are attracted by the cashflow generation and the resilience of the business despite the overall UK economic and business environment. TPC further presents an attractive ‘buy and build’ strategic option given the fragmentation of the UK sector for these surgeries, and SEF also see an opportunity to expand service and product lines, particularly into dermatology. Ultimately, TPC fits well within the fund’s overall aim to invest in ’healthy longevity’, focussing on goods and services for consumers older than 50 years. Were there any notable challenges involved in the acquisition? If so, how did you resolve them? We worked with SEF, the target, management and their advisers to agree three ’bolt on’ acquisitions to complete, and be funded, at the same time as the broader TPC deal. This added another layer of complexity – I recall that there were days where we were reviewing principal documents or diligence reports for two or three separate deals at once, but fortunately the targets had distinct names, which helped us! We also tried to apply the same core negotiating stance, drafting and requirements to close across all deals, which was ultimately the right decision. This all came to a head when we needed to satisfy all of the conditions to close everything all at once. Thankfully, the entire client and advisory team pulled it off to achieve a well-deserved close. Although, as SEF reminds us, now the real work starts… Barri Mendelsohn Corporate Partner, King & Wood Mallesons Throughout the process, the KWM team was involved in complex problem-solving and management of a multifaceted transaction and documentation process.
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