What was the deal?
We advised the shareholders of BTQ on the $60m sale of its UK businesses to US-based MSA Safety. The BTQ companies include Bristol Uniforms, which is a world-leading emergency services protective clothing brand, and Bell Apparel, a leading producer of technical workwear. MSA Safety develops, manufactures and supplies safety products globally. The deal involved the demerger of BTQ’s US operations pre-completion, as these were subsequently going to be sold to another US buyer.
How were you introduced to the deal?
As a firm, we had known BTQ for more than 20 years. We advised the management team on its acquisition of Bell Apparel in 2015. We had a good understanding of the business and understood what they wanted when it came to advice on the sale.
What were the timescales?
The deal completed in January 2021. We were initially instructed in July 2020 to help prepare the business for sale, tying in with RSM, pulling together the Information Memorandum, so that all financial and legal information was available to bidders. We wanted well-informed first round bids, to ensure quick progress once a preferred bidder was selected from the process.
We always like to start working with clients as early as possible. They might be trading well and be able to be marketed positively, but there is always a risk that when they’re subjected to external scrutiny, a prospective buyer or its advisers may view certain matters differently to management.
Who were the advisers?
We provided legal advice to BTQ, with THK Law advising on any US legal aspects. An RSM team led by Ian Wherry provided corporate finance advice. RSM also provided tax advice. MSA took legal advice from Bird & Bird, and PwC carried out the due diligence.
What were the challenges?
The deal required the demerger of the target’s US operations pre-completion. We had to ensure it was completed simultaneously with the UK sale, as well as understand its financial impact. We had to ensure the buyer was comfortable with the demerger’s tax implications and that it would not impact the sale terms.
The transaction was always going to be undertaken under English law, but we fully understood that an experienced US buyer, used to undertaking transactions in accordance with US law/market practice, can view things quite differently. Understanding the nuances between the US and UK market position and the areas that were more favourable to sellers was key to securing the best terms for our clients. The transaction was also subject to high-level regulatory due diligence regarding the public sector contracts and safety products coming under overseas ownership – that increased the amount of scrutiny that was applied.
What were the lessons learned?
Understanding the difference in the legal landscape and the approach adopted by overseas buyers, and what is market practice in that country, is key. It helps if you can identify potential issues as soon as possible, so they can be presented in the right way and dealt with early in the process. The potential to ‘internationalise’ terms to benefit from more favourable overseas characteristics helps to optimise your client’s position, be it buy or sell side.
The CV
James Webb is a corporate partner at TLT, and is based in Bristol. He was promoted to partner in January 2021, having joined the firm in 2014 from Ashfords, where he’d spent six years and trained as a lawyer.
Recent deals
- £90m sale of Roper Rhodes to Stockholm-listed Svedbergs in December 2021
- Brothers Drinks acquisition of Babycham from Accolade Wines for an undisclosed sum in December 2021
- £6.5m acquisition of Vans365 by Cazoo in October 2021
- Stockholm-listed Cary Group’s acquisition of Charles Pugh Holdings for £65m in May 2022