Astorg-backed SGG acquires First Names Group

SGG Group, a leading investor services firm, backed by Astorg Partners, announced that regulatory approval has been received and the transaction to acquire First Names Group has successfully completed.

This acquisition considerably strengthens SGG Group’s reach and capabilities in key markets such as Jersey, Guernsey, the Isle of Man, Switzerland, Cyprus and Ireland with the combined Group becoming a significant force in the provision of investor services to ultra-high-net-worth families, corporates and fund clients worldwide. As a result of this transaction the newly combined business has become the world’s fourth largest global investor services firm by revenue, now employing over 1,700 people across 22 jurisdictions.

A comprehensive review of the newly combined Group’s brands is currently underway and until this review is completed all businesses will continue to operate under their existing brand names.

Commenting on the acquisition, Serge Krancenblum, Group CEO of SGG Group, said:

“This acquisition represents a key milestone for SGG Group as we continue with our international expansion. First Names Group perfectly complements our existing client offering and grows our jurisdictional capabilities, giving us a truly global footprint while still allowing us to maintain personal relationships with our clients. Beyond this, First Names Group appealed to us because of its highly experienced team and client base which are highly complementary to ours, its similar history and shared vision for the future. We are very proud of this acquisition and we are excited to work together with the First Names Group team to take our combined business to new heights.”

Group Segment Leader Private Clients, previously First Names Group CEO, Mark Pesco, commented:

“At First Names Group we’ve been highly ambitious and delivered exceptional growth over the last few years. Joining forces with SGG Group is a hugely exciting opportunity as it brings a wealth of new opportunities for us as a combined business, for our people and especially for our clients. We have built a strong business, and now it’s time to embark upon the next stage of our business journey. I believe we have an extremely bright future ahead of us as part of SGG Group and look forward to working with the SGG Group management team in driving our now greatly expanded group towards even greater success in the future.”

Interview with Mark Fine, Partner at Willkie Farr & Gallagher (UK) LLP

Your team had represented a variety of financial institutions; are there any differences you have to take into account depending on who you are representing?

Representing lending institutions headquartered in both Europe and the US, each with its own regulatory overlay and internal policies and procedures, means there are a range of factors to keep in mind. In addition, while the individual appetite for risk within legal documentation differs, the overall deal execution is a shared goal. It is critical to manage expectations and requirements effectively to maximize client service while achieving deal certainty.

Why do you think your team were perfect for this transaction?

Our practice has gained significant traction advising private equity sponsors and credit institutions over the last 18 months. Our increased finance capability and extensive knowledge across the full range of capital structures means that we are perfectly placed to advise on deals of this nature. We feel that our balanced representation of creditors and sponsors and our deep understanding of the mid-market, places us very well to act on transactions of this type. These mid-market deals that require in-depth complex financing arrangements, particularly with a cross-border element, play right into our sweet spot.

When managing high-net transactions, what are three things you must consider prior to beginning?

• The needs of your client, their goals and their transactional expectations
• The transaction structure, together with any ancillary or other local law expertise which might be required
• Internal resource management to ensure that the clients have the most appropriate deal team

What challenges did you come across and how did you work around them?

This particular transaction combined a cross-border refinancing, a transformative acquisition and smaller add-on acquisitions with an underwritten first-lien/second-lien syndicated financing structure.  This necessarily presents a number of complexities and challenges, from representing investment banks on a ‘trees’ basis to ensuring consummation of all transactions simultaneously. Solving for each issue requires both articulate and top-tier technical legal work but also genuine commercial awareness and flexibility.  The business was also subject to heavy regulation that added to structuring complexities and required creative thinking when it came to the collateral package.

How have you seen the M&A sphere changed since you first entered this sector? How has this affected the way in which transactions between international companies occur?

• The main drivers in M&A have been the continued competitive landscape for both the business parties and their counsel. Coveted assets or asset classes make for hard-fought bid processes but also acute transactional timeframes. In addition, EV multiples have risen sharply with recent focus on EBITDA add backs and adjustments. A landscape of increased regulation and market trends around certain sectors (e.g. retail) has meant even greater focus on asset classes, geographies and industries.
• In a low-interest environment, returns can be hard to come by. However, the liquidity of investors coupled with the relative lack of investment during the last downturn means that there is significant appetite for acquisitive investment. This desire to maximize returns means that institutions are increasingly competing for assets, driving prices higher. At the same time, access to the credit markets has peaked, meaning that buyers are able to access cheaper debt at higher multiples to increase their returns and decrease their risk.

Moreover, is there anything you would wish to change, in order to ensure the process runs smoother, for you and clients you represent?

We believe the transaction was well executed and we worked closely with our clients to ensure they felt closely-represented throughout the process. As we grow the team and practice, we are continually focused on combining top-tier advice with efficient transaction management to ensure that each process is as smooth and collaborative as possible and that we are always exceeding our clients’ expectations.

What did you enjoy most about working on this transaction?

Besides working with a great deal team who were all fully committed to achieving a successful outcome for SGG, we particularly enjoyed delivering a complex cross-border transaction representing the first-lien banks. This showcases both our flexibility and the strength of our bench, one that we have created in a very short space of time.

Is there anything else you would like to add?

We would like to thank the respective clients on this transaction for the opportunity to work with them to achieve what we hope will be a very successful transaction for all stakeholders.