Following a tumultuous period within the MJ Hudson group, a multi-disciplinary asset management services provider, we assisted Khepri Limited on its acquisition of the group’s UK fund management solutions business by way of a management buy-out. We are proud to have assisted on this deal, which has enabled the business to preserve jobs and deliver an uninterrupted service to their clients.
Will Roxburgh, who has managed the business since 2014, managed to negotiate and agree a buy-out of the business with the backing of an experienced private investor.
The transaction required collaboration across a number of different specialist practice areas, as it involved both the purchase of the business and the investment (which took the form of a loan and a share subscription), as well as complex tax, regulatory and commercial issues. Led by Jamie Hamilton, we mobilised a team with Matthew Akehurst, Ravi Goonesena, Misha Chapman and India-Rose May from our Corporate team; Kate Troup offering advice from a financial services and regulatory perspective; Hamilton Forrest providing tax advice; Daniel King and Eddie Powell weighing in on commercial issues; and Luke Morris and Victoria Brownell advising on the loan elements of the transaction.
The deal, whilst exciting, required careful navigation to avoid the various hazards and challenges at play. Completion of the deal was subject to FCA approval and so the team had to closely consider the FCA’s requirements when drafting the various documents and try to avoid potential pitfalls which would result in the FCA blocking the deal. The MJ Hudson group was also facing increasing external pressure and public scrutiny, so much so that both the CEO and the auditor stepped down as the deal was progressing. This meant that we had to negotiate complex documents under tight timeframes, to avoid further damage to the image and client relationships of the business.
Jamie commented: “Khepri has an impressive team who have built a successful fund and regulatory services business. We are delighted to have been able to help them on this significant next step of their journey and look forward to seeing their progress”.
Will Roxburgh, Managing Partner at Khepri, added: “I approached Fladgate before I had a capital backer or agreed terms. Jamie and the team displayed confidence in my ability to deliver and were incredibly supportive throughout what was a highly complicated environment with a lot of moving parts. Their advice was commercial and measured, they approached everything with a can-do attitude, and I would highly recommend them.”
