Endorsed Group Has Completed a Corporate Reorganisation and Merger of the Chapman Black and Elliot Browne Groups

Moorcrofts’ corporate team has advised leading recruitment firm and recruitment software provider, Endorsed Group Limited, on a multimillion pound corporate reorganisation and merger of the Chapman Black and Elliot Browne Groups.

The reorganisation involved the interposition of a new holding company, Endorsed Group Limited, which brought together 10 associated companies, including Elliott Browne International Limited which is a global leader within Microsoft and Business Intelligence Technologies and Endorsed Technologies Limited, a leading recruitment software provider, into one group.

The transaction involved business transfers, share exchange arrangements, the transfer of intellectual property and assets, the creation of a bespoke and performance led employee share scheme and the creation of new tracker shares in the holding company to facilitate complex capital sharing arrangements. Moorcrofts also worked closely with lawyers in the US and Germany to transfer the US and German subsidiaries to the group.

Teri Hunter (Corporate Partner) led the transaction with support from Will Pearce (Senior Corporate Solicitor), Kierendeep Sahota (Corporate Solicitor) and Katie Osborne (Commercial and IP Solicitor).

Here we speak exclusively to Teri Hunter, Moorcrofts CFO and Corporate Partner about her involvement in this project and the challenges she faced along the way.

Please tell us a little about your work.

I joined Moorcrofts in 2000 and became a partner in 2007. I specialise in corporate law, with a particular focus on transactional work including sales, acquisitions, management buy outs and investments. I also advise on all types of corporate restructuring including capital reductions, share repurchases, hive ups and demergers, as well as share exchanges.

Some notable transactions that I have worked on include the sale of award winning betting and gaming digital solutions company Grand Parade Limited to strategic buyer William Hill PLC, for £13.6 million in cash and shares, the £6 million sale of Teamultra to Computacenter (UK) Limited, the sale of notable branded slushy drinks company to Vimto, advising on a Hong Kong joint venture of a London based fashion and photographic business, the demerger of a South East based nursing and respite care provider, the sale of legal software provider Peapod, and the £18 million sale of aerospace, military, telecommunications software provider Varisys Limited.

What was your specific role?

I was the partner leading the transaction and various teams across the world, including my experienced team of lawyers at Moorcrofts as well as German and US lawyers to deal with the cross border international elements.

As part of the corporate reorganisation, Moorcrofts set up a new holding company, Endorsed Group Limited, which then purchased 10 associated companies, including Elliott Browne International Limited which is a global leader within Microsoft and Business Intelligence Technologies and Endorsed Technologies Limited, a leading recruitment software provider, into one group.

The transaction involved business transfers, share exchange arrangements, the transfer of complex intellectual property and assets, the creation of a bespoke tracker share regime and holding company structure to facilitate complex capital sharing arrangements, and the creation of a performance led employee EMI share scheme.

What were the challenges, if any, of bringing the deal to completion?

Moorcrofts worked closely with lawyers in the US and Germany to facilitate the transfers of the US and German subsidiaries to the group. We held regular conference calls with the US and German lawyers to ensure that their objectives were aligned with ours at all times; open communication ensured a smooth process and allowed for any issues to be ironed out as quickly as possible.

We also worked closely with the Company’s tax advisers Nunn Hayward throughout to make sure the arrangements at each step stayed within the complex tax regulation.

With a large number of companies and shareholders forming part of the merger arrangements and share scheme, there were nearly 300 documents, and we had to stay flexible on final terms right up until completion. This presented a logistical challenge to get documents finalised quickly and also to provide clear advice on an evolving situation. We had to be able to promptly identify and communicate both the financial and legal consequences of the interrelated steps within a changing landscape and advise the company accordingly.