Re-structuring of a European tech business

The HLaw team advised on the wholesale restructuring of a European tech business with a UK TopCo, examining a whole range of options by which minority shareholders could be cashed out and the business better positioned to raise a series C funding round or to proceed to an exit.

Matters were significantly complicated by the presence of a sanctioned shareholder within the minority shareholdings. The structure eventually arrived at involved the solvent winding up of the existing TopCo and the sale of the overseas subsidiaries to a NewCo backed by management and the lead investors.

As part of the restructuring, the lead investors put new capital into NewCo in the form of preferred equity and various classes of convertible loan notes.

Humphreys Law