Inside a Complex UK Fintech Acquisition for an International Buyer
Led by Marco Vitolo-Rhys and Harrison Carr, Adam Benedict recently advised an international buyer on the acquisition of a UK technology-enabled payments and point-of-sale business which included intricate financing arrangements and sector-specific regulatory considerations.
Alongside progressing the purchase process, in this transaction, our corporate team provided tailored advice to maintaining commercial momentum and ensuring that the deal structure aligned with the international buyer’s wider strategy.
Harrison Carr, Associate, said, “our role was to help the client navigate the transactional framework in a way that was both efficient and practical, while also addressing the features that made this acquisition more involved than a conventional deal. These included a sophisticated deferred consideration structure secured by a share charge, together with an intra-group loan arrangement designed to facilitate post-acquisition funding flows.”
A further area of focus was risk allocation. Given the target’s business profile, careful attention was paid to the warranty package, particularly in relation to regulatory matters relevant to the payments sector, including the Payment Services Regulations and FCA compliance. This required a targeted approach: identifying the areas of genuine concern, ensuring those risks were properly addressed in the transaction documents, and avoiding unnecessary friction elsewhere in the negotiations.
From signing through to completion and the immediate post-completion phase, the emphasis was on delivering a transaction that worked in practice as well as on paper. That meant not only getting the deal done, but doing so in a way that supported implementation from day one and providing clarity and assurance from day one for our client as they expand into the UK for the first time.
Our advice on this transaction highlights the importance of structuring deals in a way that is responsive both to the English legal framework and to the commercial objectives of an international buyer investing into the UK market.
If you are buying or selling a UK business, the structure of your deal matters as much as the outcome. Getting the right advice early can protect value, reduce risk and keep your transaction moving at pace.
Speak to our corporate team to ensure your transaction is structured around your commercial objectives from day one.
