Best Banking Team 2015“We got in touch with Partner and Head of M&A Michael Harris, who spoke to us about Howard Kennedy and their work on the recent takeover of Beales, a UK department store chain.”

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Howard Kennedy LLPBest Banking Team 2015

Howard Kennedy is an approachable, commercial, responsive and professional law firm. It provides a wide range of services and has a particular focus on the following industry sectors: Real Estate, Retail and Leisure, Financial Servic-es, Technology, Media & Creative Industries and Sports Individuals. We spoke to Partner and Head of M&A Michael Harris about the firm and its work on the recent takeover of Beales, a UK department store chain currently operating

around 30 branches.

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As a provider of legal services, combined with specialised sector knowledge, Howard Kennedy serves an international, corporate and personal client base. Clients range from national and international organisa-tions, SMEs and owner managed businesses, family offices, entrepreneurs and their funders, and high-net worth individuals.

Its corporate department is divided into eight dedicated teams – M&A, capital markets, corporate real estate, financial regulation, intellectual property and commercial, business recovery and reconstruction, banking and tax. Michael Harris leads its dedicated M&A practice.

The M&A team works closely with the other corporate teams so that it can provide the right level of skill and experience for many different types of work. For example, Harris has considerable experience of corporate real estate funding and transactions as well as in capital markets.

Perhaps uniquely amongst English law firms, Howard Kennedy, through its subsidiary Howard Kennedy Cor-porate Services LLP, is authorised by the UK Listing Authority as a sponsor on the London Stock Exchange.

Advising on the takeover of BealesOne of the major deals in which Howard Kennedy has recently been involved was English Rose Enterprises’ acquisition of Beale PLC. English Rose is an acquisition vehicle wholly owned by Portnard, which is in turn owned by Andrew and Harold Perloff and their family trusts. The family also owns a majority of AIM listed Panther Securities plc, with Andrew its Chairman.

The deal followed a working relationship with Panther and the Perloff family over several years including a number of public takeovers, the last being of Airsprung Beds plc in 2011. Howard Kennedy’s involvement on the acquisition of Beales started in 2013 when Harris advised on the acquisition of shares and debt in the department store from a third party. Panther Securities was already a major shareholder and had a director representing its interests on the board. During the course of 2014 there were disagreements on the board as to the future path for the company. These disagreements resulted in Panther’s nominated director being removed. Harris and other team members were closely involved in advising on potential courses of action available during this period.

Relationships between the board and its significant shareholder were therefore strained. Beales was in need of financial support and so Portnard made a proposal to give financial assistance combined with, and conditional on, the board recommending a takeover offer by English Rose at a price less than half the then current market price.

“In normal circumstances an offer of that nature would not have much of a chance in being successful,” says Harris, “but the board was compelled to recognise that the proposal was in the best interests of the company and its shareholders, and that view was endorsed by its independent financial adviser, Smith Square Partners.”

Harris and Howard Kennedy’s banking team supported English Rose, and its financial advisers KPMG and Sanlam Securities throughout the transaction and, although the board was recommending the offer there was some unusually difficult discussion as to the exact language to be used. The offer was declared unconditional in March this year.

“A key part of the deal was the financial support to be provided to Beales by Portnard,” says Harris. “We worked with our dedicated banking team to resolve some interesting issues concerning the new debt’s interaction with the existing secured lender as well as advising on financial assistance issues and the need for shareholder approval.

A commercial and responsive serviceWhen faced with the array of challenges that can come with any public takeover, Harris maintains that a key feature of Howard Kennedy’s service is to interact with the client from a commercial as well as a legal and time driven perspective. “Time is always critical in takeovers. Responsiveness is the key, and you need to be on the job all the time. It can be 24 hours; it can be 7 days, depending on circumstances. Being available and having the resources within your team is crucial. My focus is to contribute to the deal on a strategic and tactical level.”

Name: Howard Kennedy LLPAddress: No. 1 London BridgeLondon SE1 9BGDX 144370 Southwark 4Telephone: +44 (0)20 3755 6000Fax: +44 (0)20 3650 7000Email: michael.harris@howardkennedy.com

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“Technical knowledge and ability to manage a takeover is a given for lawyers practising in this arena. I wouldn’t expect any lawyer not to know the law or how the process works, so we’re looking to give our client something else and it is this client service that drives us. We always work closely with the clients on the trans-action to maximise the chances of a successful outcome however complex the circumstances.”

An empathy for family owned businesses“On the private company side of M&A, Howard Kennedy has developed an empathy with family owned com-panies,” says Harris. “A sale of a family business is often a unique and often life changing experience for the sellers. The client must be assured he is in safe hands.”

“This is not a purely functional sector. It’s very much a commercial and transactional sector where having an in-depth experience of what happens in deals - public and private - is important. These clients are important to us and we aim to ensure they know that - they are not just a cog in the wheel.”

“As for the team, we are all very conscientious and dedicated. We work hard for long hours and we are always available. We are a pretty tight team, close personally and we support each other.”

With regards to the M&A industry, Howard Kennedy is noticing an uptake in the frequency of deals over the past few years. “We noticed that deals are more frequent than they were 3 or 4 years ago, but still not at the volume leading up to 2008. But there is a real appetite for deals now.”

Advice with a global reachHoward Kennedy is experienced at dealing with the challenges that come with working in different jurisdictions.

“The private company front is where we can be more involved with international issues,” explains Harris. “Having said that, the deal we did immediately prior to Beales was a takeover of Manroy PLC (which manufactures machine guns for helicopters). The bidder was a Belgian entity called Herstall SA. Manroy itself had a US subsidiary and advice was required in connection with that company. During the deal we had an urgent need to provide advice on Tennessee law and were able to do that through our membership of one of our international lawyer groupings, Meritas.”

Looking towards the futureHarris sees Howard Kennedy continuing to expand and gaining more recognition in the M&A industry. “I personally feel that in the public arena, we have a very high level of expertise and ability and we’re always very effective. You might say we are punching above our weight, but this can also be an advantage. We deal with larger firms on the other side but our leaner set up means that clients receive a truly partner led service.”