Baker Tilly

M&A and Private Equity

Baker Tilly

200m national business

Member of Baker Tilly International

Glasgow

Edinburgh

Core services:
Audit
Corporate finance
Restructuring and recovery
Tax

Newcastle
Leeds
Hull

Manchester

Stoke-on-Trent

Liverpool
Warrington
Chester
Birmingham

Bury St Edmunds
Chelmsford

Hereford

Watford

Milton Keynes
Bristol

Tunbridge Wells
London
Bromley
Basingstoke
Guildford

Brighton

Gatwick - Crawley

Baker Tilly Corporate Finance LLP

Capital
Markets

Due Diligence

M&A and
Private Equity

Project
Finance

Chilton Taylor

Paul Johnson

Robert Donaldson

Alistair Hynd

Main market IPO

Financial

AIM IPO

Tax

City code

IT

Sell side
- corporate
- owner managed
- private equity

Operations
Pensions

Private equity
- MBO/MBI
- development capital
- refinancing
Acquisitions

Valuations

Jim Clifford

Financial modelling

Fairness opinions

Model review

Exit planning

PFI advisory

Acquisition support

Debt advisory

Shareholder disputes

Capital structuring

Baker Tilly Corporate Finance our sector experience over the last 5 years

Sector
Business services

Number of transactions
173

Consumer

60

Financial services

58

Food

17

Healthcare & education

35

Manufacturing & distribution

120

Media & entertainment

63

Property & construction

65

Software & technology

67

Travel & leisure

51

M&A and Private Equity

Content
Our transactions
Case studies
Private equity testimonials
Team

M&A and Private Equity some of our current transactions

Project
Sector
Description

Apollo
Online ancillary travel business
Sale

Size ()

10 - 50

PE Reqt

Project

Blueprint

Sector

Urban design and planning

Description

Sale

Size ()

10 - 50

PE Reqt

Project

Cougar

Sector

ATMs

Description

MBO

Size ()

10 - 50

PE Reqt

Apollo is one of the UK's leading online providers of travel insurance, airport
parking and ancillary travel products such as flights and hotels. In addition to this the
business also provides white labelling services for a number of high profile travel
brands.
Since featuring in the 2008 Real Deals Hot 100 list Apollo has been approached by
both private equity and trade buyers. We have been mandated to help the shareholders
explore a sale. The sale is currently on hold whilst the shareholders carry out some
internal restructuring and although they are not actively looking for a buyer they remain
open to an approach.

Blueprint is a leading town planning consultancy based in the South East and the
Midlands. It provides a full range of planning services. This includes strategic and
development plan promotion, master planning and urban design, development control
and environmental impact assessments.
This is a trade deal, with PE being low down on the list of preferred options. We are
currently in the final stages of discussions with four trade players.

An independent operator of ATMs in Europe. The ATMs are owned by the business
but the majority of the servicing is outsourced. Forecast to deliver 6m EBITDA from
turnover of 20m in 2009.
We have been engaged by the former management team to buy the business with
private equity backing.

M&A and Private Equity some of our current transactions

Project

Fleming

Sector

Analytics software

Description

Sale

Size ()

10 - 50

PE Reqt

Project

Hubble

Sector

Specialist supplier of optoelectonics,

laser and display solutions

Description

We have been engaged to sell the business.

Project Hubble is the partial sale to management of a specialist supplier of

optoelectronics, laser and display solutions. Products and their applications include: lift
door sensors; infrared LEDs used for night vision security cameras; and fibre optic
sensors/detectors used for communications.

Partial sale to management

Size ()

<10

PE Reqt

Project

Iris II

Sector

Specialist recruitment

Description

Information analytics software business for the pharmaceutical industry. The software
allows data from multiple sources to be cleaned and amalgamated to produce useful
reports for the end user (the pharmaceutical company).

MBO

Size ()

10 - 50

PE Reqt

We are acting for the vendor, who wants to retain significant equity. Offers were
received from asset based lenders before the deal was put on hold due to the vendors
uncertainty regarding the debt market. The business is performing well. We are looking
for PE to take a minority stake.

Baker Tilly is acting for the founder and 100% shareholder of Iris on a partial MBO of
the business. Iris operates two distinct business units within the group. The first
recruits
senior executives
within the corporate communications and public
relations sectors. The second provides senior interim managers to the public and HR
sectors. As part of the MBO further acquisitions to the group have been planned. Iris
will be marketed exclusively to financial backers - private equity and banks. The
process is currently on hold subject to market conditions.

M&A and Private Equity some of our current transactions

Project
Sector
Description

Link II
Data collaboration software
Sale

Size ()

10 - 50

PE Reqt

Project

Monarch

Sector

Serviced offices

Description

SBO

Size ()

50 - 100

PE Reqt

Project

Pier

Sector

Landmark property/leisure

Link II is a leading supplier of collaboration and publishing software solutions across

the UK. Their solutions are used by a significant number of government bodies, who
are required to produce large, complicated documents for stakeholders. The software
can be used in real time by multiple users in multiple locations. It therefore enables
collaboration between departments and provides a central portal for the creation of
these documents.
The vendor, our client, is selling the business to trade. We currently have a number of
interested parties that have made offers. PE involvement has been considered and will
be revisited if trade doesnt come through.

Monarch is a leading owner and operator of UK and international serviced offices. The
business operates a different model to most serviced office operators with non branded
buildings and centralised voice and data systems. Monarch currently operates 22
serviced office sites, 19 of which are mature serviced office units in the UK. The run
rate of the mature business is c7.1m EBITDA. Building on the core profitable UK
business, management plan to roll out the service model internationally. Monarch
currently has units either operational or close to operational in both India and Dubai and
are looking at a US acquisition opportunity.
Baker Tilly has been mandated to support management, who are seeking private equity
funding to support their expansion plan and possibly buy out the existing institutional
investor. Total funding requirement for replacement and development capital is c30m 40m.

Early stage fundraising

The team behind the London Eye are building another leisure attraction in Brighton
called the i360, which is designed to provide a similar observation experience to the
Eye. The Brighton i360 is planned to be the first of a number of i360s to be built
throughout the world. When fully operational, it is forecast to deliver EBITDA of 11m
from revenues of 18m. The funding requirement is c. 35m.

Size ()

10 - 50

We have been engaged to raise the funds to complete the project. We have 15m of
equity committed and are working on the debt requirement.

PE Reqt

Description

M&A and Private Equity some of our current transactions

Project

Virtue

Sector

Consultancy

Description

Virtue is a leading provider of Business Performance Management (BPM) life cycle

services, including process transformation, system implementation and application
management. The business works with a number of prestigious international clients
and in addition to its London headquarters now has two overseas offices. Virtue is
forecast to make c4.0m EBIT in the y/e 2010.

Sale

Size ()

10 - 50

PE Reqt

Virtue was approached by a consultancy business with an appetite to acquire

and integrate the business into its own offering. We have been engaged by the
shareholders to help realise their investment on the best terms. Negotiations are
currently taking place.

Content
Our transactions
Case studies
Private equity testimonials
Team

Plantech Sale
Transaction summary
Date

February 2008

Client

Private vendors

Transaction type

We were particularly concerned

to find a happy home for a
company which we had built up
over 25 years and Baker Tilly
understood our concerns as well
as our ambitions."

Rob Anderson
Co-founder and Managing
Director

Our role

Sale

Value

Confidential

Sector

Software & Technology

Overview
Project Shoot was the sale of Plantech Ltd,
one of the UKs leading suppliers of planning
software solutions and consultancy to local
authorities.
Plantech was sold to IDOX plc, the AIM listed
specialist
information
and
knowledge
management company.

Key deal features

Price 10 X Profit Before Tax
Vendors retired with cash on day one
Consideration maintained despite material
restatement of accounts
Tax efficient structure with surplus cash bought
by purchaser

Rob Anderson, the co founder

and
majority
shareholder
approached us to sell his
business
after
we
were
recommended by
lawyers
Memery Crystal.
Maintaining the culture and
values were key in identifying
the right buyer. Baker Tilly
conducted extensive purchaser
research to identify 30 potential
buyers from 7 countries.
During the sale process we
were able to maintain the
original level of consideration
despite government spending
cutbacks and the discovery of
an accounting error reducing
profits by 33%.
All of the founding shareholders
exited the business with cash in
full at completion. Plantechs
Technical Director and minority
shareholder, Simon Brunnen,
was promoted to Managing
Director.

Wilson Taylor Asia Pacific Sale

Transaction summary
Date

February 2008

Client

Private vendors

Transaction type

Baker Tilly acted in a highly

professional manner throughout
the process and handled the
various cultural and legislative
differences very well. They gained
a fast understanding of our very
niche business to approach
companies from all over the
world. I was particularly
impressed that they were involved
all the way through the
transaction.

Christopher Westcott,
Chairman, Wilson Taylor
Asia Pacific Pte Ltd

Our role

Sale

Value

Not disclosed

Sector

Oil & gas

Overview
Project Sling was the sale of Wilson Taylor
Asia Pacific Pte Ltd (WTAP), a leading
provider of corrosion control solutions based in
the Far East. The business was acquired by
APS Dubai, a Middle Eastern supplier of
pipeline services and industrial coatings
backed by HSBC Private Equity.

Key deal features

Baker Tilly negotiated a 33% increase in price
from first round offer to completion
Global transaction UK based shareholder,
Singapore based management team, Middle
Eastern buyer
Double buy out HSBC Private Equity backed
the buy out of APS simultaneously with the
acquisition of WTAP.

Baker Tilly met Christopher

Westcott in early 2006 and
won the sale mandate after a
competitive tender process.
We used our global resources
to conduct extensive purchaser
research identifying a suitable
buyer with a strategic interest in
the business.
Our negotiations enabled the
shareholders to receive 80%
cash out at completion as well
as retaining a 20% stake in the
business going forward.
Baker Tilly ran the bidding
process and advised on the
offers received. A competitive
auction process and assertive
negotiation drove value and
maximised proceeds for the
vendors.
Baker Tilly introduced the
vendors to legal advisers in
Singapore, coordinated site
visits and managed the process
to completion across three time
zones.

WA Turner Sale
Transaction summary
Date

December 2007

Client

WA Turner

Transaction type

Baker Tilly got us a terrific

result. Their advice throughout
the transaction on strategy and
tactics was spot on. They
secured a great deal for us at a
time when booming raw material
prices were making the food
manufacturing industry a painful
place to be. They dealt deftly with
a number of interested parties
and kept the pressure
on. Without
their tenacity and excellent
negotiating skills, I'm not sure we
would have got a deal done.

Mark Roberts,
Managing Director, W A
Turner

Our role

Sale

Value

10 - 50m

Sector

Food manufacturing

Overview
Project Simon was the sale of WA Turner, one
of the UKs largest independent manufacturers
of high end own label sausages and pastry
products. WA Turner supplies most of the
major multiples including Tesco, Sainsburys,
Morrisons and Somerfield.
WA Turner was acquired by IFP, Europe's
largest beef producer.

Key deal features

Full cash exit for the vendors
Achieved 16x EBIT sale price
Trans-national

WA
Turners
MD,
Mark
Roberts, led an MBO of the
business from Premier Foods in
2003. Baker Tilly built up a
relationship with the team in
2005 and started looking at exit
strategies with them during
2006.
Prior to the sale, Baker Tillys
tax team advised the business
on its restructuring into 5
separate companies.
After an aborted sale to a major
competitor,
Baker
Tilly
managed a highly intensive
sale process to IFP in a deal
which was completed in under
6 weeks.
Baker Tilly also provided tax
advice during the transaction.

BDA Partial sale and private equity fundraising

Transaction summary
Date

December 2007

Client

Bruce Dunlop & Associates

Transaction type

"Rob and his team at Baker Tilly

have taken hand-holding to new
heights. We at BDA were a team
with no experience of seeking
investment and no knowledge of
the process. However they have
guided us to an exceptional
outcome. The triumvirate of Rob,
Ali and Dan each bought their
own skills to the table supported
by the weight of the larger Baker
Tilly group. We look forward to
working with The Fabulous Baker
Tilly boys on the next disposal.

Honor Barratt,
Managing Director, BDA

Partial sale and private equity

fundraising

Value

10 - 50m

Sector

Media Services

Overview
Project Wrap saw BDA, the UKs leading
broadcast design and promotions agency,
complete a private equity backed deal with
Octopus Investments, in a deal valuing the
business at 15m.
The BDA shareholders required development
capital to support the next stage of BDAs
growth plans and also wanted to take money
off the table.
BDA has offices globally and has led
successful branding and on-air promotions for
countless TV channels. These include Sky
Italia, ITV, Playboy, Setanta Sports, NBC
Universal, Discovery, National Geographic,
Hallmark Channel and Fremantle. Most
recently BDA won the mandate to produce the
official opening title sequence for the 2008
Beijing Olympics.

Key deal features

Significant cash out secured
for the BDA shareholders
Non dilutive acquisition facility
negotiated to support ongoing
expansion
Dual auction process to trade
and private equity

Our role
Baker Tilly advised the BDA
shareholders, conducting a
controlled auction process to
both trade and private equity
and negotiating final terms with
Octopus Investments.
Baker Tilly negotiated a partial
cash out deal which provided
Octopus with a minority stake
and the existing shareholders
with a significant cash sum. In
addition Baker Tilly secured a
non dilutive acquisition facility
to allow BDA to realise its
international expansion plans
and strategic investments in its
digital and fast growing non
broadcast business.

Benugo Sale
Transaction summary

Our role

Date

December 2007

Client

Private vendors

Transaction type

Sale

Value

10-50m

Sector

Food and Drink

When we decided on this

merger, we needed some
advice and they did a very
good job for us. It was a quick
deal that came in on track; they
got the full price that was
asked for. They were very
personable but at the same
time incredibly professional.
They were able to steer the
negotiations to the absolute
best possible outcome. We
would have no hesitation in
recommending them to others
or using them again.

Project Boston was the sale of Benugo Ltd, the

high-end contemporary deli / coffee shop chain
and restaurant operator. Benugo was sold to
independent contract caterer BaxterStorey who
simultaneously acquired Holroyd Howe, an
independent specialist food service operator. The
acquisitions were backed by equity funding from
Mezzanine Management and debt funding from
RBS, Barclays and AIB.

Ben Warner
Co-founder, Benugo

3 club bank deal and private equity minority

stake

Overview

Key deal features

Deal multiple of 25x trailing PER

Three-way acquisition

Baker Tilly were involved with

Benugo from its early days.
When the time came to exit our
intimate knowledge of the
business
and
management
meant that we could add
exceptional value to the deal.
The
Baker
Tilly
team
successfully managed the needs
and expectations of twenty six
shareholders, including family
members, angel investors and
owner managers. Each group
had different goals from cash
exit to an opportunity to reinvest
in the new business and deliver
an accelerated expansion plan
of the Benugo brand.
The intensive sale process was
hit by a number of setbacks. Not
only was the credit crunch in full
swing leading to hesitancy from
the banking club, but issues with
tax clearance almost collapsed
the deal. With a large number of
parties and advisors working on
the transaction, we ensured that
Benugos interests were kept of
primary importance throughout.

Morgan Chambers Plc Sale

Transaction summary
Date

September 2007

Client

Morgan Chambers

Transaction type

The Baker Tilly team worked

tirelessly to advise and direct on a
multi-faceted and complicated
deal. At all times their advice was
measured, balanced and paced to
suit the unfolding circumstances.
They were able to quietly and
calmly achieve equilibrium in the
face of diverse shareholder
demands and levels of
understanding, whilst dealing with
a complex trans-Atlantic
transaction. They are highly
professional!

Our role

Sale

Value

10 - 50m

Sector

Business Services

Overview
Project Sunrise was the sale of Morgan
Chambers Plc, Europes leading outsourcing
advisory firm with offices across seven regions
in Europe and Asia.
Morgan Chambers was sold to EquaTerra Inc
(US), in a transaction which bought together
the worlds two top ranked full service
outsourcing and offshoring advisors.

Key deal features

Robert Morgan,
Chairman and founder,
Morgan Chambers Plc

TransAtlantic transaction
Offices in multiple jurisdictions around Europe
and Asia
Diverse shareholder base with significant
employee share ownership

Baker Tilly began discussions

with Morgan Chambers as
potential
replacement
Corporate Finance and Audit
advisors. Soon after forming
the
relationship,
Morgan
Chambers was approached by
EquaTerra and Baker Tilly were
asked to advise the company
on its potential sale.
Baker Tilly led the sale process
with EquaTerra and other
potential
purchases.
This
included negotiating the price
and terms, coordinating the
release of financial information,
coordinating lawyers and other
advisors and advising Morgan
Chambers on each stage of the
transaction. The trans-Atlantic
deal was lead from London and
also involved significant input
with Morgan Chambers other
international offices.
Baker Tilly also provided tax
advice for the transaction.

Lambert Smith Hampton MBO

Transaction summary
Date

July 2007

Client

Management team

Transaction type

Baker Tilly provided an

excellent service from start to
finish. They threw everything at
this deal. We had a tight
timetable and some difficult
issues to resolve. They were
always there to guide us
through and, most importantly,
made a real difference.
Mark Rigby,
Chief Executive, Lambert
Smith Hampton Limited

Our role

Management buy-out

Value

50 - 100m

Sector

Business Services

Overview
Project Echo was the management buy-out of
Lambert Smith Hampton Limited (LSH), a
leading commercial property consultancy with
over 30 offices across the UK. Management
acquired LSH from quoted parent WS Atkins
to return the business to private ownership.
Funding support was provided by Bank of
Scotland Corporate.

Key deal features

Price 5 x EBIT
Management achieved an 80% stake
Deal was delivered within 5 weeks

The management team were

referred to Baker Tilly by
lawyers
Berwin
Leighton
Paisner and after a small
beauty
parade,
won
the
mandate.
Baker Tilly led the buy-out
negotiating terms with the
vendor, restructuring the debt
package with the funder and
coordinating all due diligence.
Baker Tilly secured a majority
stake for management and a
good price with the vendor,
which remained unchanged
despite
the
business
outperforming expected profits
by 50%. The deal was set to an
extremely tight timetable which
Baker Tilly delivered in five
weeks.
Baker Tilly also provided tax
advice for management.

Fitness Professionals - Acquisition

Transaction summary
Date

February 2007

Client

Acquiror

Transaction type

Rob, Ali and Dan understand

the issues and sensitivities
involved in acquiring a
business from private vendors.
They helped us to structure the
right deal and were at hand to
ensure everything ran smoothly
to completion.
Roger Llewellyn, Chairman,
Fitness Professionals
Limited

Our role

Acquisition

Value

10m - 50m

Sector

Leisure

Overview
Project Spin was the acquisition of US based
e-learning group Personal Training on the Net
(PTotN) by Fitness Professionals (FitPro), the
leading provider of services to the UK fitness
industry. The acquisition of PTotN provides
FitPro with a wider customer base, an
international presence and increases its web
based services to its existing members of clubs
and instructors.

Key deal features

Cross border deal across 3 continents
Negotiated a deal to take account of differing
shareholder expectations and roles in the
enlarged group
Maintained price and terms despite the
business outperforming during the process

Brent Hallo, the FitPro founder,

was referred to us by Bowmark,
the mid market buyout house.
The mandate was won from
FitPros existing advisors. Brent
wanted to acquire PTotN as part
of a structured growth strategy.
The acquisition would open up
the US market and consolidate
FitPros position as the number
one provider of subscription
based services to the health and
fitness industry.
Baker Tilly led the transaction
throughout the negotiations and
legal processes which was made
more complex by a cross border
structure involving a UK client,
vendors based in Australia and
operations based in the United
States.
Baker
Tilly
also
provided
financial due diligence on the
target. The result was a structure
allowing FitPro to access the US
market with the
ongoing
support
of
the
PTotN
shareholders.

Change Recruitment - MBO

Transaction summary
Date

December 2006

Client

Management team

Transaction type

Baker Tilly led the process

and ensured management's
objectives were met but didn't
compromise the foundations of
the business on the way - they
never lost sight of the people
issues. It was hard work but
Rob and his team made it a fun
journey with their constant
drive, energy and compassion.
They
committed everything to make
sure the deal succeeded.

Management buy-out

Value

10m 50m

Sector

Business Services

Overview
Project Butterfly was the management buy-out of
Change Recruitment Group, Scotlands leading
independent recruitment consultancy, backed by
NBGI Private Equity and Clydesdale Bank.
Change is a permanent recruitment business
which operates across 10 divisions, from
international placements and call centres to
lawyers and accountants.

Key deal features

Suzanne Ramsay, Chief
Executive, Change
Recruitment Group

Valued at a double digit EBIT multiple

70% shareholder cashed out in full on completion
30% shareholders partially rolled over into new
equity

Our role
Suzanne Ramsay came to Baker
Tilly when the founder was
looking to sell in early 2006. With
our help Suzanne persuaded the
vendor to allow the team to
undertake a management buyout.
We
introduced
the
management team to the funding
community meeting both bank
and equity providers. On our
advice the management team
selected NBGI Private Equity
due to their strong track record in
the sector and the value they
could bring post transaction.
The deal maintained a Scottish
flavour with debt being provided
by Clydesdale Bank's acquisition
finance team based in Edinburgh
with Baker Tilly's Edinburgh tax
team also providing advice. We
secured a majority equity stake
for the team.

Limehouse Group - Sale

Transaction summary
Date

November 2006

Client

Private vendors

Transaction type

At all times the team at Baker

Tilly provided excellent advice
and a cool and confident
approach. Having never been
through a transaction like this
before it was reassuring to
have experienced people in our
corner. Without their help I truly
believe this deal wouldnt have
gone through.
Giles Welch, Managing
Director, The Limehouse
Group

Our role

Sale

Value

<10m

Sector

Media

Overview
Project Link was the sale of Limehouse to
Trident, a corporate communications specialist,
backed by private equity house, Iceni Capital.
Trident was itself the subject of a simultaneous
capital raising and completion of the double buyout has led to the creation of a marketing
services platform offering corporate, public and
not for profit clients end to end design and
communications solutions.

Key deal features

Vendor exited in full for cash
Management received a significant stake
going forward
Management withdrew 1m in cash

Giles Welch, Limehouse majority

shareholder was referred to us
by ECI. Giles wanted to realise
his 70% share of Limehouse and
focus his efforts on his other
software business. After a mini
beauty parade Baker Tilly were
mandated to advise on an exit.
We advised the vendor in the
sale to Trident Communications
backed by Iceni Capital. This
was a complicated deal with
Iceni backing the management
teams of both Trident and
Limehouse in a simultaneous
double buy-out.
Baker Tilly created a limited yet
competitive
auction
and
managed a process involving
five legal firms, three sets of
principals,
two
groups
of
investing management teams,
two financial and legal due
diligence processes and a mix of
exiting
and
investing
shareholders.

Mi Limited - Sale
Transaction summary
Date

October 2006

Client

Private vendors

Transaction type

Baker Tilly provided excellent

guidance and advice through
the process of the transaction.
They
provided close personal care
and attention and made us feel
like an important client. Baker
Tilly was extremely helpful in
maintaining the relationship
and clear understanding with
the purchaser to ensure the
transaction was a success.
Tony Colborne,
Chief Executive,
Mi

Our role

Sale

Value

10m 50m

Sector

Software & Technology

Overview
Project Hunt was the sale of Mi Limited to Open
GI, the insurance software house backed by
Montagu.
The acquisition of Mi further strengthened Open
GIs portfolio of solutions to the insurance sector
and crucially gave it an entrance to the London
insurance market.

Key deal features

Price - 4 x Revenue, 18 x Earnings
All cash deal
Founders exited at completion

Tony
Colborne
and
Liam
Flavelle approached Baker Tilly
having initially attended one of
our seminars. We conducted an
aggressive but controlled auction
process, undertaking a farranging
global
purchaser
research - over 120 businesses
were considered and vetted.
Eventually, 31 companies in 6
different
countries
were
approached.
Having received several offers,
we negotiated an increase of
25% in value from the highest
initial offers. Despite being
involved in the business and
holding key relationships with
clients we were able to deliver
an all cash deal to the founders.

Ferguson Snell & Associates - Sale

Transaction summary
Date

June 2006

Client

Private vendors

Transaction type

The best. They were

everything we could have
asked for. The team provided a
very professional service
throughout the entire
transaction process. We would
recommend them to anyone
looking to sell their business."
Paul Ferguson, Managing
Director,
Ferguson Snell & Associates

Our role

Sale

Value

Confidential

Sector

Business Services

Overview
Project Water was the sale of Ferguson Snell &
Associates Limited to Xchanging Limited, a
business outsourcing provider. Ferguson Snell is
at the forefront of helping professionals, including
many famous names, through the regulation and
documentation required to enter and work in the
UK.

Key deal features

Rifle shot specific buyer identified
Price 3 x Revenue
60% cash balance 1 year earn-out

The Baker Tilly team had

maintained contact with Paul
Ferguson and John Snell for six
years until they decided to exit
the business.
With only fifteen staff it was
critical that we ran a process
sensitively. Our approach was
to identify a buyer which had
both a strategic reason to
acquire the business but who
would also maintain the existing
culture and value staff loyalty.
Using our existing network of
corporate contacts we identified
Xchanging. Once terms were
agreed the deal was completed
in six weeks.

Summersault Communications - Sale

Transaction summary
Date

January 2006

Client

Private vendors

Transaction type

Baker Tilly are highly

professional, hardworking with
a thorough knowledge of the
media sector. Both Ali and Rob
are extremely commercially
minded and a highly
impressive team. We would
certainly recommend them.
Brian Jeavons,
Managing Director,
Summersault
Communications

Our role

Sale

Value

<10m

Sector

Media

Brian and Bernadette Jeavons,

founders
of
Summersault,
approached Baker Tilly after
receiving a targeted mailshot.
The business had outgrown
them and they needed to make
sure it went to a good home
whilst maximising value.

Overview
Project Spring was the sale of Summersault, an
award winning internal communications specialist
to Motivcom. Summersault designed and
published the staff magazines for McDonalds,
Asda, G4S and other blue chip companies. It
attracted the interest of several media agencies
as well as traditional contract publishers.
However, Motivcom were very keen to buy an
established footprint in staff magazines and
ultimately paid a premium.

Key deal features

Price increased during due diligence!
>80% cash on completion
Limited 3 year earn-out (icing on cake)

Following a beauty parade of

advisors Baker Tilly were
appointed to sell the business.
Baker
Tilly
prepared
the
business for sale and conducted
extensive purchaser research to
identify a strategic yet sensible
acquirer. Summersault attracted
offers from four separate parties.
After a discrete auction the
business was sold to Motivicom,
the AIM quoted employee
motivation and incentive travel
group.

Corporate Mailing Matters - Acquisition

Transaction summary
Date

December 2005

Client

Acquiror

Transaction type

Acquiring the National

business was an important
step for us and timing was vital
in securing the deal at the right
price. Baker Tilly helped
enormously in cutting through
the inevitable obstacles on
both terms and funding. They
will be our first port of call for
our next deal.
Yolanda Noble,
Chief Executive, Corporate
Mailing Matters

Our role

Acquisition

Value

10m 50m

Sector

Business Services

Overview
Project Posh was the acquisition of the trade and
assets of PIMS National by Corporate Mailing
Matters, the Docklands based provider of
document mailing services. CMM provide
shareholder mailing services and corporate
finance transactional mailings under affidavit to
blue chip corporations.

Key deal features

Acquisition from a distressed parent
Secured attractive debt terms for the buyer
Transaction completed within 6 weeks of exclusivity

Yolanda Noble, CEO, attended a

Baker Tilly seminar after which
we maintained contact and built
a relationship. The shareholders
turned to us when they decided
to buy the PIMS business.
We led the transaction managing
the bank fundraising, and legal
processes whilst negotiating a
purchase of only the trade and
assets, at a reasonable price.
Baker
Tilly
also
provided
financial due diligence. We
represented CMM throughout
ensuring that the two companies
ongoing
relationships
were
protected through some tense
negotiation.
In handling much of the process,
we gave CMMs management
the time and opportunity to focus
on planning for integrating the
businesses post transaction.

Gymbox Capital Raising

Transaction summary

Baker Tilly delivered again

negotiating an excellent deal!
They have been an integral
part of our success and I
wouldn't recommend anyone
else.
Richard Hilton,
Managing Director,
Gymbox

Our role

Date

December 2005

Client

Shareholders

Transaction type

Capital raising

Value

Confidential

Sector

Leisure

Overview
Baker Tilly advised Gymbox, the specialist health
and fitness gym chain in its second round
fundraising provided by private equity investor
Hotbed. The growth capital will be used to
finance the rollout of the gym across several
further sites. The second site is now open, and
broke even within three months and a lease has
been signed on the third.

Key deal features

An all equity deal
Founder maintains majority stake and board
control
EIS scheme

Baker Tilly previously advised

the management team of
Gymbox on their 2004 MBO from
Cinven backed Fitness First.
We were mandated again in
2005 to help raise development
capital and agree equity terms to
finance
expansion.
We
approached a limited number of
private equity investors and
received offers from three.
Through a competitive process
we were able to agree an
attractive all equity deal funded
by Hotbed with an additional
debt facility from HSBC.
The funding will allow the
Gymbox concept to be rolled out
across London and other major
UK cities.

Marshal Software - MBO

Transaction summary
Date

November 2005

Client

Management team

Transaction type

This was a complicated global

transaction that required
advisers with creativity,
determination and focus.
We couldnt have wished for
better advice and support in
helping us find the right funding
partner and conclude this deal.

Management buy-out

Value

10m 50m

Sector

Software & Technology

Overview
Project Sheriff was the management buy-out of
Marshal Software from Nasdaq listed NetIQ.
The management team were backed by Kelso
Place. Marshal provide internet content security
for government agencies and multinational blue
chip organisations.

Ed Macnair,
Chief Executive,
Marshal Software

Key deal features

Deal negotiated across 3 continents, 4 time
zones
Entire business infrastructure put in place pre
deal
Deal completed four weeks after exclusivity

Our role
Baker Tilly were approached by
Ed Macnair, then the Head of
worldwide sales for Marshal
Software in the Summer of 2005.
Marshal was an unloved
product within Net IQs portfolio.
It had no dedicated infrastructure
or staff.
To ensure a deal happened, we
had to find funders with sufficient
appetite to take on what was a
complex and risky transaction.
We identified Kelso Place
because of their track record in
working with their investee
companies on a day to day
basis, helping them set up their
operations.
As part of the
transaction, the original software
and development team based in
Auckland, were recruited with
further offices secured across
three continents.

Motorclean - Sale
Transaction summary
Date

July 2005

Client

Private vendor

Transaction type

Baker Tilly handled the sale

professionally, carefully and
calmly they never faltered,
even when the going got tough.
The team were always
available and I always felt they
were in control of the situation.
Brilliant.

Our role

Sale

Value

10m 50m

Sector

Business services

Baker Tilly were introduced to

David Finneberg by LDC.
Baker Tilly prepared a sales
document, project managed the
various parties and ran a
banking
process
which
confirmed LloydsTSB as the
preferred debt provider.

Overview
Project Turtle was the sale of Motorclean Ltd to
its management in a deal backed by LDC and
LloydsTSB. Motorclean is a leading national
provider of car valeting services to the new and
used automotive industry through import centres,
multiple dealerships and major shopping centres.

David Finneberg, Managing

Director, Motorclean

Key deal features

Transaction agreed off-market
Agreed price maintained throughout no chipping
100% cash on completion

The vendor wanted to sell his

business
to
management.
Nevertheless, we ensured that
the process remained robust and
that the price wasnt chipped in
due diligence.
LDC remained preferred equity
provider due to their reliability on
terms and their ability to
leverage the banks Black Horse
vehicle leasing operation and
vehicle
dealerships,
Dutton
Forshaw.

Ridgeway Group - Sale

Transaction summary
Date

February 2005

Client

Private vendor

Transaction type

It has been a pleasure working

with Baker Tilly's Corporate
Finance team. Baker Tilly
found an ideal buyer who has
maintained all the principles
that we hold dear. There were
some interesting
moments over the months but
their determination and sense
of humour enabled a very
successful sale to be
completed.
Eric Goodwin, Managing
Director, Ridgeway

Our role

Sale

Value

Confidential

Sector

Business services

Overview
Project Muscle was the sale of Ridgeway Group
Plc, to Emprise Plc, a national provider of
facilities management services and a Royal
London Private Equity portfolio company.
Ridgeway is a provider of specialist cleaning and
security services, in particular to the leisure
industry.

Key deal features

Full competitive auction process
70% cash on completion despite a single key
contract
Identified buyer who maintained identity and culture

Ridgeway was a longstanding

audit client of the firm owned
predominantly by one family. We
spent time with the client
ensuring we fully understood
what was important to them. We
then prepared a sensitised sale
document which was circulated
to selected competitors under
strict confidentiality provisions.
Having run a competitive auction
process
we
advised
the
shareholders to grant exclusivity
to Emprise, recognising their
desire to keep the Ridgeway
brand and culture and that, with
backing from RJD Partners,
there would be no delay in
fundraising.
We protected the agreed price
during due diligence, carefully
releasing sensitive information to
Emprise, a competitor. We
managed all the parties to a
successful completion.

Airclaims - MBO
Transaction summary
Date

January 2005

Client

Management team

Transaction type

Throughout the process Baker

Tilly provided unswerving
support, encouragement and
advice. Their calm tenacity was
the key to our successful MBO
when many others would have
failed to stay the
course. We are very grateful.
Derek Hammond- Giles,
Chief Executive,
Airclaims

Management buy-out

Value

10m 50m

Sector

Business services

Overview
Project Spitfire was the management buy-out of
Airclaims Ltd from Aviva and Royal Sun Alliance.
Based at Heathrow, Airclaims is an international
loss adjuster and provider of information and
consultancy services to the worldwide aviation
industry. Management were backed by LDC and
LloydsTSB.

Key deal features

Management received a majority stake
12 member management team from the UK, US,
France and Singapore
Bid successfully against trade interest

Our role
Baker Tilly met management in
early
2003.
We
advised
management throughout an 18
month process which involved
an initial rebuttal from the
shareholders and competing
bids from trade as well as an
MBI team.
We introduced the opportunity to
a select group of private equity
houses who had an appetite for
the sector. After receiving strong
interest we advised management
to select LDC as their equity
funder due to their unique ability
to sell into the insurance arm of
their parent, LloydsTSB.
We co-ordinated a process
involving a 12 member team in 4
countries. We did not overpay
despite the process and secured
management a tax efficient
majority stake.

Company Television - Sale

Transaction summary
Date

October 2004

Client

Private vendors

Transaction type

A huge thanks for Baker Tilly's

support, wise advice and
guidance over the last few
months. We greatly appreciate
it and are excited about the
future.
Charlie Pattinson,
Joint Managing Director,
Company Television

Our role

Sale

Value

10m 50m

Sector

Media

Overview
Project Spotlight was the sale of Company
Television, one of the UKs leading independent
film and TV drama production companies famous
for productions such as Shameless and Skins.
Company was sold to All3Media, the Bridgepoint
backed and largest independent TV production
company in the UK, now owned by Permira.

Key deal features

Double digit EBIT multiple
>60% cash on completion
Bank guaranteed 3 yr earn-out with a bonus 5 yr
payment too

George Faber and Charlie

Pattison
mandated
us
to
negotiate the sale of their
business after being approached
by All3Media with an unsolicited
offer.
George and Charlie did not want
their business marketed widely
but wanted to ensure they were
receiving
value.
We
benchmarked their offer by
approaching one other obvious
buyer
which
ensured
the
All3Media offer was tested and
provided them with some
competitive tension.
All the negotiations were carried
out direct with Bridgepoint, over
the course of several months,
and resulted in a deal for the
vendors the parameters of which
exceeded those seen by the
industry in similar transactions.

Content
Our transactions
Case studies
Private equity testimonials
Team

Private Equity Testimonials

Another triumph for the Baker Tilly M&A and Private Equity Team.
Their commitment to securing the best terms possible for their client was
impressive. We look forward to working with Baker Tilly again in the near
future.

We have worked opposite Baker Tilly recently on a

number of transactions and their professionalism
and commitment to deliver is apparent. They have
consistently demonstrated an ability to get things
done and have a high degree of focus on the
delivery of results for their clients.

Once management had made its decision to

choose Hotbed as its equity provider we worked
closely with the Baker Tilly team to conclude the
investment. We found them positive and
communicative partners who actively helped all
the parties involved right through to completion.

We have seen a notable increase in deal activity from the

Corporate Finance team at Baker Tilly. They try and gain a deep
understanding into the sectors in which they are advising and
accordingly have a focus that is almost unparalleled in their
space in the mid-market. Highly personable as team members
and are typically well respected by management teams.

The Baker Tilly team are exceptional at what they do and invaluable in the
UK mid-market as a trusted and reliable advisor to vendors, management
teams and financial sponsors. More than anything else they are always a
pleasure to work with. Here's to Robs, Ali's and Kirsty's continued success
in 06.

Hands on advisors who

were tough negotiators but
sensitive to the people
issues. We look forward to
working with them again
soon.

At ECI, we rate Baker Tilly's M&A

and Private Equity team extremely
highly. Whilst we have not recently
managed to get a deal over the line
together we feel we have built a
strong relationship with all of the team
and continue to be impressed with the
quality of their work and ability to
originate unique deals.

From a zero start four years ago Baker Tilly have built one of the volume players at
the lower end of the mid market in London. They have a particularly strong team and
generate true proprietary deal flow. The whole approach to origination and transacting
is boutique like and institutionally friendly

Over the last few years we've seen Baker Tilly's M&A and Private Equity team grow
significantly and become an active player in the UK middle market private equity
arena. We are currently working with them on a transaction and the support they
have provided us has been thorough and valuable.

Content
Our transactions
Case studies
Private equity testimonials
Team

Team the deal leaders

Robert Donaldson Head of M&A and Private Equity
Rob is responsible for Baker Tillys national M&A and Private Equity activities and has, over the last ten years advised
shareholders, management teams and private equity houses on business disposals, acquisitions and buy-outs. Rob
has led deals across many sectors including media, business services, leisure, manufacturing, energy,
pharmaceuticals, infrastructure and information technology. Since October 2004 he has personally led and completed
24 transactions, 13 of which were private equity related.
Email

robert.donaldson@bakertilly.co.uk

Direct line

(020) 7002 8713

Kirsty Sandwell - Partner

Kirsty joined Rob in 2001 from Vantis to help him build Baker Tillys London M&A and Private Equity business. During
the last seven years she has been responsible for the teams recruitment and established their origination model.
Kirsty became a Partner in October 2006 and has led management buy-outs, disposals and acquisition mandates
across of a range of sectors including waste, insurance and software. Her origination focus is consumer industries.

Email

kirsty.sandwell@bakertilly.co.uk

Direct line

(020) 7002 8756

Ali Aneizi - Partner

Ali has nine years of transaction experience working with both private and public companies across a wide range of
sectors such as media, leisure, entertainment, automotive, education and specialist manufacturing. Following a
secondment to the Royal Bank of Scotland's new business team Ali returned to Baker Tilly in 2001 to help Rob and
Kirsty establish the London M&A and Private Equity practice. Ali specialises in business disposals and private equity
backed transactions and has developed close ties and a strong network of contacts within the private equity, corporate
and lending communities.
Email

ali.aneizi@bakertilly.co.uk

Direct line

(020) 7002 8749

The Team

Ali Aneizi
Partner
020 7002 8749

Robert Donaldson
Head of M&A and Private Equity
020 7002 8713

Kirsty Sandwell
Partner
020 7002 8756

Dan Buchan
Manager
020 7002 8751

Lindsey Thompson
Business Development
Manager
020 7002 8763

Natalie Ord
Executive
020 7002 8758

Adam Spencer
Executive
020 7002 8753

Angus Miller
Executive
020 7002 8752

Sarah Dean
Executive
020 7002 8755

The due diligence specialists

Stephen Mason - Partner

Stephen is the partner responsible for leading the provision of due diligence services in London to the Private Equity
and financial buyers markets. Stephen moved to Baker Tilly in 2007 from PricewaterhouseCoopers in London where he
spent the last 9 years providing due diligence services to private equity firms such as Apax, Bain, Doughty Hanson,
Industri Kapital, Investcorp and Texas Pacific Group. Prior to PwC, Stephen was with KPMG in the UK and the Czech
Republic. Stephen has strong deals experience in the business services, consumer goods, industrial products, property
and media sectors.
Email

stephen.mason@bakertilly.co.uk

Direct line

(020) 7413 5446

Katie Worsfold - Director

Katie is one of the Associate Directors responsible for executing due diligence assignments in London. She has been
involved in transactions ranging from private companies (including private equity and venture capital houses) to public
companies and has experience of assignments in a range of sectors including Media, IT, Travel, Property and Retail.
Katie was the project manager on all of the Shed Media Plc due diligence assignments and lead the team working for
Target Entertainment Limited on the acquisition of Minotaur International Limited from Virgin Media.
Email

katie.worsfold@bakertilly.co.uk

Direct line

(020) 7413 5225