Private Capital

In 2014 our team began working with a London-headquartered European Private Equity Fund, the relationship started tentatively but has been growing from strength to strength. The fund recognised the value of introductions made to them to potential equity investors (both institutional as well as private) and our connected and enterprising team worked closely with the client setting up a series of meetings with such investors to try to facilitate the raising of further funds as well as to explore co-investment opportunities. We have since provided extensive support on the acquisition and assembly of a UK regional office portfolio and on an ongoing basis we advised on the intensive asset management, refinancing, division, break-up and sale of the individual assets. Our deep understanding of the sector as well as how the client operates allow us to adapt our team in a quick and nimble way, advising on numerous high end real estate, tax, corporate, finance, litigation and construction matters over the years. The fund has completed (2020) an incredible exit with IRR @ 22%.

"The Fladgate team we work with are all experts in their fields, highly capable individuals. They manage to combine a strong academic knowledge of the law with a commercial approach to deal-making - a rare trait for a law firm. They understand our business and know how private equity works. Gideon Dabby-Joory, our client partner, is a pleasure to deal with. Not only is he fiercely intelligent but, perhaps as importantly, he is very responsive and commercial and does not try to over-complicate matters." 2019 L500

We’ve been a part of the BeyondPlay journey since the company’s incorporation in 2020, working closely with their founder Karolina and her team on two funding rounds, corporate structuring and a variety of other commercial agreements; so, it was natural that we would help guide BeyondPlay into their next chapter.

When the acquisition opportunity arose, things happened fast. Balancing numerous stakeholder interests and complex regulatory matters in a short timeframe required careful coordination and highly tailored solutions. Luckily that’s what our Growth Capital team do best, and our longstanding position as an extension of the BeyondPlay team helped keep things running smoothly throughout the process and through to completion.

“Flagdate’s Growth Capital team specialise in taking companies on their corporate journeys from inception to exit. Our experience with BeyondPlay exemplifies this, with the sale of the company to FanDuel the culmination of a three-and-a-half year journey during which we have been involved with all aspects of the business. We are particularly pleased for Karolina Pelc, Jacqui Gatt and all our friends at BeyondPlay that their incredible dedication and perseverance has led to this great result, privileged to have played our part in realising it, and excited to see what the future holds for them under their new umbrella.” - Jamie Hamilton and Alex Haffner.

London Wall is a prestigious multi-family office business that also owns London Wall Lending who operate at the top end of the real estate industry. They provide their clients, some of the world’s most powerful and influential people, with expert and proactive solutions. As one of their panel legal advisors, we know they expect the same from us. Our particular mix of personal service along with agile, clever and enterprising solutions is regularly required in our role. Like the moment when we were acting on a bridging financing of a large serviced aparthotel asset set to complete within a few days. We were supporting London Wall address final credit sign off queries prompted by our concluding legal report.

As the deal marked entry into a new asset class and there were bespoke issues to consider to do with the structuring of the investment and lease terms, these queries were critical. To ensure the loan execution moved fast in the final hours, the lead Partner made herself immediately available within the hour to attend London Wall’s credit review meeting at their offices to discuss the intricacies in person. This enabled London Wall to drive loan execution forward quickly in full confidence of appropriate lender risk mitigation.

Moments like that have mattered in the development of our relationship with the team at London Wall. They have grown rapidly and very successfully over the last 7 years and we have worked closely with their team, constantly putting ourselves in their shoes to help them stay ahead.

Our team have a wealth of experience advising private banks and alternative lenders on everything from:

• Supporting lenders in structuring finance for complex deals worth 100s of millions
• Assessing potential clients’ exposure to the sanctions regime and what to say (and avoid saying) when discussing this with customers;
• Managing efficiently the consequences of the new Overseas Entity Register when looking to take security over UK real estate;
• Advising a private bank on the UK’s regulated lending regimes, assisting in relation to their documents and procedures and recently advising on the extension to the High Net Worth Exemption;
• Assisting a private bank with a claim from a customer in relation to the incorrect operation of a parent and child account, the operation of a deceased’s account and advice as to how to operate such accounts correctly in future;
• Advising a private bank on the impact of UK regulation on credit facilities and investment management services booked by the bank’s Swiss parent company but arranged by UK based private bankers;
• Providing training for the board of a UK private bank on the impact of the new FCA
  Consumer Duty on their lending, investment management and financial planning activities;
• Sharing best practice and writing internal procedures that can help drive revenues and manage risk.

Fladgate played a pivotal role in guiding Nickleby Capital, the lead investor in Seat Unique's £7m Series A round. This transaction is exemplary of our commitment to delivering bespoke solutions for our clients, underscoring our proficiency in steering complex situations with efficiency and precision.

Nickleby Capital stands as a distinguished private investment office, which builds direct investment portfolios for entrepreneurial investors. Its recent investment, Seat Unique, is an event services firm that operates a premium ticketing marketplace. This unique platform grants fans VIP access to outstanding live events, partnering with notable clubs such as the Rugby League World Cup, Hampshire Cricket, and Wales Rugby.

The Series A funding is instrumental in bolstering Seat Unique's partnerships with influential event organisers and broadening their reach to a more expansive audience. Fladgate's team, helmed by Corporate Partner Ian Brent, and supported by Associate Ellie Green, offered counsel to Nickleby Capital throughout this transaction. Our team's expertise in early-stage investment market practices earned high praise from Latika Vij, COO at Nickleby Capital. “We have worked with Fladgate in a number of investments now and remain impressed with the speed, expertise and pro-active nature that Ian and his team brings. Special mention to Ellie Green, who has a great knowledge of market practice in early stage investments.”

The partnership between Nickleby Capital and Fladgate has produced a series of successful investments in cutting-edge companies. Nickleby Capital’s philosophy of adopting a private equity outlook on managing venture risks, its strategy of targeting growth-stage companies, and its portfolio of disruptive businesses spanning industries like healthcare, consumer goods, and technology dovetail seamlessly with Fladgate's ethos. In the case of Seat Unique's Series A funding round, Fladgate's involvement epitomises how we not only facilitate growth for businesses but also contribute to the industry innovation and disruption they bring. We take immense pride in enabling the success of such ventures.

We were bursting with pride to see our client Tripledot Studios named the number one fastest growing company in Europe by the Financial Times.

The mobile gaming company recently boasted over 50 million monthly active users, generating approximately $1m of revenue per day. Howard Watt, partner in our corporate team, has advised Tripledot since incorporation in 2016, helping the founders set up the capital structure ahead of their first fundraising in November 2018 - an $8m seed round led by Velo Partners.

From there, Tripledot raised an eye-watering $68m in a Series A funding round led by Access Industries, Eldridge Industries and Lightspeed Venture Partners in April 2021. The company's upwards trajectory became even more pronounced when that round was followed less than a year later by a whopping $116m Series B in February 2022 - a round which valued the company at $1.4 billion and was led by 20VC (Harry Stebbings).

Alongside the fundraisings, Tripledot recently called upon Fladgate's tier 1 expertise in M&A for its cross-border acquisition of mobile entertainment firm Live Play Mobile, and regularly works with our specialists in IP, data protection, commercial contracts and employment as it continues its remarkable journey.

Akin Babayigit, Co-Founder and Chief Operating Officer of Tripledot commented (in feedback we couldn't be prouder to receive): "I can't put into words how much we owe Howard and the team at Fladgate. Ever since our inception, we have been working extremely closely with Howard, and we owe him so much. Simply put, he is the best legal professional we have had the chance to work with. He is ridiculously smart, exceptionally savvy, super personable, extremely punctual and very commercially minded. It makes such a big difference to have such a trusted adviser (and honestly an incredible friend) by your side."

Having advised Zappi on its early stage investment by Prime Venture, it was exciting to support them on a significant $170m investment from funds advised by Sumeru Equity Partners, a prominent US private equity house. Zappi runs an AI-powered consumer insights platform that is used by major brands including PepsiCo, McDonald's and The HEINEKEN Company.

It was a real team effort in getting this across the line before the Christmas break, working very closely with the Zappi management and in-house legal team. There were over 1,000 documents being negotiated over the course of this complicated cross-jurisdictional transaction. It was particularly interesting having to exchange (and check) signed documents on these hundreds of documents within a matter of hours so funds could be transferred in time for completion – we had to mobilise assistants across the corporate team to hit the tight timeline. What’s more, there were some complex regulatory issues around exchange control to navigate in South Africa (where one of the major shareholders was based). This required detailed technical analysis and structuring advice, requiring us to liaise with local counsel.

Wojtek Kokoszka, COO and Board Director at Zappi, commented: “Without a doubt Zappi would not have been able to complete this deal without the professional and broad tech and corporate experience that Fladgate assembled. The breadth of international deal-making knowledge and calm deal navigation brought by Ravi and his team was exceptional and we look forward to a strong, long partnership with Fladgate as Zappi goes from strength to strength.”

Monish Suri, Partner at Prime Ventures (VC), an early investor in Zappi, commented: “The Fladgate team provided a first class service. This was a complex deal involving some difficult cross-jurisdictional issues, and transacted at a time when the markets were challenging. Fladgate showed great professionalism and tenacity in navigating it through to a successful closing.”