International law firm Stephenson Harwood LLP has advised Baker Tilly, the UK's ninth-biggest auditing and accounting advisory firm on the acquisition of RSM Tenon Group plc, the UK's seventh-largest accountancy practice, by way of a pre-pack administration. The acquisition completed on 2 September 2013.
RSM Tenon Group plc was listed on the standard segment of the main market of the London Stock Exchange. Baker Tilly had been contemplating an offer for RSM Tenon Group plc itself and a 28 day "put up or shut up" notice was issued on 25 July 2013 requiring Baker Tilly to make an offer for the RSM Tenon shares by 22 August 2013 or announce that it did not intend to make an offer. Stephenson Harwood assisted Baker Tilly in parallel preparations for a solvent offer for RSM Tenon Group plc and a potential acquisition through a pre-pack administration in the event an insolvency process was commenced. Investec Bank plc was financial adviser to Baker Tilly in relation to the potential offer.
Lloyds TSB Bank plc was the sole secured creditor of RSM Tenon and in addition provided debt financing to Baker Tilly for the acquisition. Separate teams at Lloyds TSB acted on the RSM Tenon debt and the Baker Tilly loan. Stephenson Harwood advised Baker Tilly in connection with both the compromise and repayment of RSM Tenon's existing debt and the new loan to Baker Tilly.
Andrew Edge, corporate partner commented: "We are delighted to have advised Baker Tilly on this successful acquisition. It was a particularly challenging transaction because of the dual preparations for both solvent and insolvent outcomes."
The Stephenson Harwood team was led by Andrew Edge, supported by partners Susan Moore, Ben Mercer, David Lacey, Maryanna Sharrock and Libby Elliott and assisted by associates Guy Morgan, Danae Hosek-Ugolini, Mette Rolle, James Foley-Comer and Judith Davidge. Macfarlanes advised RSM Tenon and Hogan Lovells acted for Lloyds Banking Group and Deloitte.