Advising Next 15 Group on their biggest acquisition
Case study: Next 15
The challenge
When growth consultancy Next 15 Group Plc embarked on a huge strategic acquisitions push, buying two or three businesses every year, they turned to us as specialists in the marketing, advertising and related technology sectors. Making a series of rapid and efficient acquisitions was central to their goal of balancing revenue between the US and UK parts of their business, and when they decided to acquire Engine UK we had already worked with them on around 20 other acquisitions. Engine UK - a leading broad-based digital transformation, communications and creative business with approximately 600 staff and 300 UK and international clients – is (to date) Next 15’s largest ever acquisition, with an enterprise value of £77.5 million. It represented a key moment for the business, not just in terms of the size of the deal but also in its complexity.
Our approach
We led all aspects of the legal due diligence, as well as the transaction negotiation and implementation, and provided Next 15 with a single team covering the full range of legal expertise they required (on corporate, tax, commercial, IP, real estate and employment issues). This was a complex transaction for several reasons, including the fact that that the seller was a private equity owned entity, rather than an owner manager or a trading entity. Private equity sellers don’t give warranties or indemnities in relation to the business being acquired, so it was necessary to use a warranty & indemnity insurance product, which Next 15 hadn’t done before. Adding to the complexity were tricky IP and tax issues (including the need for a Transitional Services Agreement so that Engine UK could continue to provide some services to Engine US after the sale) and the transfer of certain members of Engine’s management team to Next 15. We were able to bring specialist insight to the transaction thanks to our in-depth knowledge of the sector and the significant clients we have in the sector.
The outcome
“This acquisition required expert input from various areas of legal specialism in the firm. Once again, the advice and support we received from the team was invaluable and we are fortunate to have them as our trusted advisors.”
Mark Sanford, General Counsel at Next 15
