Firstly, can you tell us a bit about the PH Jones deal?
The firm acted on behalf of the owners of PH Jones Group Limited (a substantial property and utilities maintenance group headquartered in Malpas, Cheshire) in its sale to British Gas. The group was family-owned and had approximately 1000 employees and 35 offices.
The group’s business comprised three main divisions; Homeservices (which provided heating, electrical plumbing, property maintenance and refurbishment, and renewable energy services), Utility Services (which installed and serviced gas and electricity meters as well as smart metering and automated meter reading installation) and Facilities Management (which provided a comprehensive package of specialist engineering and building services primarily to the commercial and public sectors).
To complicate matters the Utility Services Division was split-off from the main operating company immediately prior to the sale and was retained by the Jones family. It continues to operate out of its former base in Wrexham. The price was £30m on a cash free/debt-free basis.
Who worked with you from Davis Blank Furniss?
Our associate Claire Smith took on the mammoth task of due diligence and disclosure documents – the electronic data room alone contained some 48,000 pages! My partner Sonio Singh assisted on the tax warranty and tax covenant side and Caroline Williams offered valuable support on the property side. I was also ably assisted by the corporate department trainee, Caroline Smith.
How did you come to work with the client?
Our former managing partner Peter Heginbotham had known Phil and Brenda Jones for many years and I have done transactional work for them in relation to their investment in and/or purchase of businesses for the past five or six years. We had also recently strengthened our relationship with them firm-wide by securing a general retainer to act for them.
Did the deal pose any particular challenges?
The volume of due diligence and internal British Gas compliance issues certainly made ‘getting over the line’ more difficult than might have been anticipated at the outset. We didn’t actually get the ‘green light’ to finally complete until 1.30 p.m. on the completion day.
The hiving off of the Metering Services business also led to structural issues within the deal as well as TUPE and novation of commercial contract issues that need to be addressed with third parties. The timescale was originally very aggressive and slipped on a couple of occasions – as both Claire Reddington and Caroline Smith were to be married within a few weeks I was getting rather concerned by the end!
How long did the deal take from briefing to completion?
The initial briefing by the client was the end of February and the deal completed on 13th May.
Any tips or advice for a client who is facing a big deal like this one?
You basically have to write off your life until the deal is done, I’m afraid. Unless the clients have been through the experience before, there really isn’t much you can do to prepare them for the reality of a substantial business sale in terms of stress and time spent.
Most of the pressure falls on the CEO/MD and FD and is unrelenting for the period of the deal. The problem isn’t just the long-hours, it’s that over the course of what can be months you get no break at all and have no time or energy left to deal with the day to day demands of the business.
Also, where extended periods of confidentiality are important (as in this deal) that can add another layer of stress when dealing with customers or staff. In this case, Martin Jones (the MD) and Simon Hindley (the FD) worked incredibly hard. I tried to tell them to take at least one day per week off with the family to avoid burn-out but I’m not sure they managed it that often. I hope they are enjoying some long holidays now!
What’s your role at Davis Blank Furniss?
I’m a partner in the corporate department. In keeping with our ‘one-stop’ shop and partner-led philosophy I am not as specialised as most of the business lawyers you will find in larger firms.
I deal with a wide variety of matters including all sorts of sales, restructurings and investments (from the very large to the micro – for example, a job I’ve been looking at this morning for a client in Glossop involves a secured a loan to a small business of £35k). I also deal with business commercial contracts of all sorts – from T&C’s to distribution agreements to building contracts, banking law – we are on the transactional panel for major high street banks, intellectual property matters and other business documentation such as shareholder agreements, partnership dissolutions, share option schemes, share buy-backs etc.
How long have you worked at the firm?
Since 1989 – I was a trainee here in common with many of my partners, which is one of the main reasons for the genuinely friendly culture and low-staff turnover the firm enjoys.
What are your aims for your department?
To develop our reputation as approachable business lawyers who give cost-effective and competent advice in plain English to small and medium-sized businesses in the North-West and beyond. The department was greatly strengthened by Sonio coming to join us towards the end of last year and we look forward to the future with anticipation.