The client, their challenge
The client, a leading consulting firm in Europe, aimed to merge with another consulting leader in the region. This strategic combination was intended to create a new European consulting champion. To secure this €330 million transaction, the client required a robust mechanism to ensure payment under the asset and liability guarantee (ALG) subscribed by sellers.
Our solution
Our team acted as the fiduciaire (or trustee), setting-up a fiducie (French trust) to which the sellers, acting as settlors, transferred newly issued shares of the buyer and cash. This arrangement served as a counter-guarantee for the asset and liability guarantee (ALG) in favor of the buyer, acting as beneficiary of the fiducie. The fiducie was specifically designed to compensate the client if certain future events triggered payment obligations under the ALG provisions. Given the scale and complexity of the transaction, the fiducie proved to be an essential tool in securing the merger while offering the flexibility required by the nature of the operation.
Leveraging our extensive experience in establishing fiducies for corporate and merger and acquisition (M&A) transactions, we swiftly set up this operation, drawing on our history of managing over 500 fiducies established over 15 years. Our expertise in navigating the legal and financial intricacies of such deals ensured that the structure met the specific needs of the transaction.
The results
With our support, the client successfully completed the merger, creating a new European consulting leader with a global reach. The fiducie provided the necessary security and assurance, allowing the transaction to proceed smoothly and securely.
- Transaction security: The fiducie effectively safeguarded the client’s interests, ensuring protection against potential risks associated with the ALG implementation
- Expert execution: Our deep expertise and swift execution enabled the successful establishment of a complex fiduciary structure tailored to the transaction’s needs
- Strategic impact: The successful merger positions the client as a formidable force in the European consulting market
This case highlights the effectiveness of tailored fiduciary solutions in corporate transactions, reaffirming their relevance and versatility across a wide range of market uses. Our role in securing this high-stakes deal highlights our continued leadership in the field and our commitment to supporting clients with innovative solutions.
