The corporate team advised on the sizeable management buyout of the cutting-edge marketing and PR business Chameleon through the purchase of The Reptile Group Limited. The deal included a cash payment and loan note aspect secured by debentures and charges over shares in the buyer and target companies.
The director-managers Tom Buttle and Tom Berry bought the entire share capital of the Reptile Group from the company’s founder whilst simultaneously continuing the success and growth of the company, who advise leading global names in the technology sector. The company has been recognised as a sector-leader, being named PR Agency of the Year 2017/18 at the B2B Marketing Awards as well as EMEA Tech Consultancy of the Year and the UK's Best Agency to Work For by the Holmes Report in 2018.
The corporate team advised on all aspects of the transaction and the sale and loan documentation, working closely with other advisers, in particular Ecovis Wingrave Yeats, the international business advisers network of which Barlow Robbins is the only law firm.
There were complexities over the payment structure of the transaction, with a cash payment at completion combined with an innovative and tailored loan arrangement with the founder. Detailed negotiations were held over the future running of the business, the restrictions and freedoms to be placed on the new owners and the ongoing future role of the founder, which was reflected in the transaction documentation.
Barlow Robbins look forward to continuing to work closely with Chameleon at this exciting growth stage of their business cycle - and have subsequently guided the managers through their ongoing shareholder relationship via a shareholders’ agreement.
"Barlow Robbins offered invaluable support throughout the MBO process. In having a trusted advisory team to which we could turn, our focus remained on the growth of the business rather than the immediate pressures of the deal. Perhaps even more importantly, Graham has remained engaged in our successes, supporting the ongoing management of key legal matters. Barlow Robbins offered us a genuine partnership model which was highly effective."- Tom Buttle, MD, Chameleon