International law firm Weil, Gotshal & Manges LLP is advising Environmental Resources Management (ERM) in a transaction whereby Charterhouse Capital Partners will acquire approximately 65 percent of the shares in ERM as part of a management buy-out. The deal values ERM at US$950 million. Under the terms of the transaction, the remainder of the shares will be held by ERM’s 440 partners, whose approval is required for completion of the transaction.
ERM is one of the world’s largest environmental consultancies and provides environmental, health and safety, risk, and social consulting services for businesses and government clients. It has 137 offices in 40 countries, employing approximately 3,600 staff. Charterhouse Capital Partners leads and invests in large European buy-outs. Weil advised longstanding client Bridgepoint when it acquired a majority stake in ERM from 3i Group in 2005.
This significant transaction was executed on a very tight deadline as a pre-emptive process for Charterhouse, having been initially planned as an auction sale. Unusually for a private equity transaction, it will be effected by way of a U.K. court-sanctioned Scheme of Arrangement. Due to the global nature of ERM’s operations and international base of ERM’s 440 partners, Weil closely co-ordinated the input of some 15 local counsel firms in relation to securities law advice and a vendor legal review process. The broad shareholder base also required that the transaction be structured to accommodate the tax requirements of individuals resident in several different jurisdictions, for which the Weil tax team designed a complex hybrid structure for shareholders to choose, among other things, whether to cancel or transfer their shares pursuant to the Scheme.
The Weil team, based in London, is being led by Mark Soundy and Peter King, assisted by John Newton, Simon Saitowitz, Benedict Pearce, Frazer Money, Rachel Ponnusamy and Katie Slater. Tax partners Sarah Priestley and Oliver Walker are advising on tax structuring; Finance partner James Hogben and Michelle Kingsley are advising on finance aspects; and Dean O’Connell is advising on competition issues. The team also includes Ellen Odoner in New York; Adé Heyliger in Washington, DC; and Glenn West, Jessica Sheridan, Starlett Carter and Sara Duran in Dallas.
