Public and private M&A

Ben advises clients on a broad spectrum of M&A transactions, including public takeover offers and private company asset or shares deals, often with cross border elements. Ben has been ranked for mid-market M&A in Chambers UK and some of his key transactions include:

Lloyds Bank and RBS disposal of rail assets portfolio

Advising Lloyds Bank and RBS on the sale of the Voyager passenger trains fleet to Beacon Rail, a division of JP Morgan.

Uniq Plc’s public takeover by Greencore

Advising the Pension Protection Fund, the largest shareholder in foods manufacturer Uniq Plc, on a disposal process for its stake culminating in the recommended £113m public takeover offer by Greencore.

Subsea 7 acquisition of Siem Offshore Construction

Advising Oslo-listed Subsea 7 SA, a global leader in seabed-to-surface engineering, construction and services on its €140 million acquisition of submarine cabling business, Siem Offshore Contractors GmbH, and two specialist cabling vessels.

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Joint ventures

Ben has extensive experience in advising on joint ventures, whether it be their formation, termination, the exit or entry of a party or the transfer of stakes between the existing parties. He has advised on joint ventures involving financial and operating parties. Key transactions include:

Transpetrol Shipping investment in Avance Gas joint venture

Advising Transpetrol Shipping on its investment into Avance Gas, an existing joint venture between Stolt-Nielsen and Sungas, to create one of the largest VLGC fleets; subsequently advising Transpetrol Shipping on its exit from the joint venture.

Welsh Power Group joint venture with Octopus Investments

Advising Welsh Power on a joint venture with Octopus Investments to build and operate a series of sub-25MW power plants across the UK, now a market leader in ‘peaking power’.

Beeson Properties joint venture with the LIA to build major hotel

Advising family owned Beeson Properties on its joint venture with the Libyan Investment Authority to build a major new Crown Plaza hotel at Maplecross.

Private equity and venture capital

Ben has advised UK and international venture capital and mid-market private equity houses, as well as management teams and corporates transacting with venture capital/private equity houses and their investee companies. Key transactions include:

Fitness First sale by Oaktree Capital

Advising the management team of Fitness First UK, a leading UK gym chain, on its sale by Oaktree Capital to DW Sports following a competitive auction process.

Venture capital funding rounds for Lovefilm and sale to Amazon

Advising VC house Arts Alliance on its initial investment in Lovefilm and advising Lovefilm on various stages of its growth through to its ultimate sale to Amazon.com.

Disposal by Vincent Tchenguiz of stake in listed private equity fund

Advising funds connected with tycoon Vincent Tchenguiz on the sale of a major stake in Aberdeen Private Equity Fund, a listed private equity fund managed by Aberdeen Asset Management.

Restructuring and insolvency

Ben advises on the corporate aspects of solvent and insolvent restructurings and acts for corporates, directors, insolvency practitioners and other stakeholders. Key transactions include:

Uniq Plc’s ground-breaking pension deficit-for-equity swap

Advising the Pension Protection Fund on the innovative restructuring of Uniq Plc’s £400 million pension deficit whereby its pension funds took a 90% equity stake in return for releasing the deficit.

Disposal by receivers of Allco’s shipping fleet to Lomar Corporation

Advising Ferrier Hodgson as receivers of Australian listed Allco Finance Group on the disposal of its 26 vessel shipping fleet to Lomar Corporation in a deal valued at $325 million.

Acquisition by Baker Tilly of RSM Tenon Plc’s business and assets

Advising Baker Tilly LLP on its acquisition of the business and assets of London listed RSM Tenon Plc via a pre-pack administration to create the UK’s seventh largest accountancy firm.

Corporate

Ben has extensive corporate experience focusing on public and private M&A, joint ventures, capital raising, restructurings and general corporate advice, often with cross border elements. He advises in a wide range of industries, particularly consumer, energy, pharmaceuticals and transportation. Key transactions include:

Subsea 7 acquisition of Siem Offshore Construction

Advising Oslo-listed Subsea 7 SA, a global leader in seabed-to-surface engineering, construction and services on its €140 million acquisition of submarine cabling business, Siem Offshore Contractors GmbH, and two specialist cabling vessels.

Vistra Group acquisition of Jordans

Advising Vistra Group, a leading global trust, fiduciary, fund and corporate services provider, on its acquisition of Jordans, one of the largest UK company formation agents and providers of corporate and commercial legal expertise and compliance services.

HNA Group acquisition of TIP Trailers from GE

Advising HNA Group, the Fortune 500 Chinese conglomerate, on its €480 million acquisition from GE of the TIP Trailers logistics business with operations across 16 European jurisdictions.

Uniq Plc’s public takeover by Greencore

Advising the Pension Protection Fund, the largest shareholder in foods manufacturer Uniq Plc, on a disposal process for its stake culminating in the recommended £113 million public takeover offer by Greencore.

Transpetrol Shipping investment in Avance Gas joint venture

Advising Transpetrol Shipping on its investment into Avance Gas, an existing joint venture between Stolt-Nielsen and Sungas, to create one of the largest VLGC fleets. Subsequently advised Transpetrol Shipping on its exit from the joint venture.

Welsh Power Group joint venture with Octopus Investments

Advising Welsh Power on a joint venture with Octopus Investments to build and operate a series of sub-25MW power plants across the UK, now a market leader in ‘peaking power’.

Venture capital funding rounds for Lovefilm and sale to Amazon

Advising VC house Arts Alliance on its initial investment in Lovefilm and advising Lovefilm on various stages of its growth through to its ultimate sale to Amazon.com.

Funds and financial services

Ben advises fund managers and investors on a variety of transactions in the asset management sector, including M&A and capital raising, working closely with our financial services regulatory team. Key transactions include:

Disposal by Vincent Tchenguiz of stake in listed private equity fund

Advising funds connected with tycoon Vincent Tchenguiz on the sale of a major stake in Aberdeen Private Equity Fund, a listed private equity fund managed by Aberdeen Asset Management.

Vistra Group acquisition of Jordans

Advising Vistra Group, a leading global trust, fiduciary, fund and corporate services provider, on its acquisition of Jordans, one of the largest UK company formation agents and providers of corporate and commercial legal expertise and compliance services.

IPO of Charlemagne Capital

Advising emerging markets fund manager Charlemagne Capital on its IPO on the London AIM market with an initial market capitalisation of £300m.

Consumer

Ben is joint head of the firm’s consumer practice. He has experience acting for clients across the consumer sector, including in particular food and drink manufacturers and restaurants, bars and leisure businesses. Key transactions include:

Uniq Plc’s public takeover by Greencore

Advising the Pension Protection Fund, the largest shareholder in foods manufacturer Uniq Plc, on a disposal process for its stake culminating in the recommended £113 million public takeover offer by Greencore.

Acquisition by Anglia Maltings of GlobalMalt

Advising UK based Anglia Maltings on its acquisition of the GlobalMalt businesses in Germany and Poland to create a leading European food and drink ingredients business.

Tui Travel Plc contribution of brands to reduce pension deficit

Advising Tui Travel Plc’s pension trustees on a complex restructuring to monetise the group’s brands whereby the IP in the brands was contributed to the pension funds and licenced back.

Power and renewables

Ben has extensive experience of M&A, fundraisings, joint ventures and other corporate transactions in the power sector, including both conventional power and renewables. Key transactions include:

Welsh Power Group series of transactions

Advising on transactions including its £23 million acquisition of the 360MW Uskmouth Power Station; a £600 million fundraising to build the 850MW Severn Power CCGT power station; its joint venture with Santander to build a 50MW biomass plant; and a joint venture with Octopus Investments to build a series of sub-25MW peaking power plants.

Acquisition of Haven Power by Drax Power Plc

Advising the management team of Haven Power, the electricity supply business, on its acquisition by FTSE 250 listed company Drax Power Plc.

Investment by RWE Innogy in wind power company

Advising a wind power turbine manufacturer on an £8m growth finance investment by RWE Innogy.

Life sciences

Ben has significant recent experience in acting for pharmaceutical companies on various transactions, corporate governance issues and other company law matters. Key transactions include:

Lansen Pharmaceuticals’ acquisition of Sicorten Plus rights in China from Novartis.

Advising Hong Kong listed Lansen Pharmaceuticals on its acquisition from Novartis of the rights to distribute and sell Sicorten Plus, a skin disorder cream in China.

Public takeover offer by BTG Plc for Biocompatibles International Plc

Advising FTSE 250 listed company BTG Plc on its recommended £177 million takeover offer in cash-and-shares for Biocompatibles International Plc.

Ariad Pharmaceuticals, Inc. synthetic-royalty financing from PDL BioPharma, Inc.

Advising NASDAQ listed US oncology specialist Ariad Pharmaceuticals on EU and UK aspects of its $200 million synthetic-royalty financing from PDL BioPharma, Inc. to fund product development. This included Brigatinib and Iclusig.

Shipping

Ben has a strong track record of working with shipowners, finance providers and other shipping industry participants and works closely with the firm’s ship finance and marine and international trade teams. Key transactions include:

Subsea 7 acquisition of Siem Offshore Construction

Advising Oslo-listed Subsea 7 SA, a global leader in seabed-to-surface engineering, construction and services on its €140 million acquisition of submarine cabling business, Siem Offshore Contractors GmbH, and two specialist cabling vessels.

AET acquisition of Paramount Tankers

Advising AET, one of the world's largest tanker owners, on its acquisition of the 50% it did not already own of Paramount Tankers, a company owning six Aframax tankers, from Golden Energy.

Hadley Shipping’s acquisition of 50% of MoD’s strategic sealift provider

Advised Hadley Shipping, a 25% shareholder in Foreland Shipping, the MoD’s strategic sealift provider, on its acquisition of the 25% stakes of John Fisher & Sons Plc and Bibby Line.

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