Castle is pleased to announce that it has advised on the successful management buy-out of a non-core business from a specialist workforce solutions provider. Due to confidentiality obligations, the names of the parties involved cannot be disclosed at this time.

Led by Stuart Stepney, Castle acted as lead corporate finance adviser and intermediary between the group and the management team throughout the transaction process.

Castle initially advised the group board on indicative valuation parameters and transaction structures before working collaboratively with both parties to design and agree Heads of Terms that enabled the transaction to complete within an accelerated six-week timetable.

As part of the engagement, Castle supported the management team through the preparation and negotiation of Heads of Terms, refinement of a detailed financial forecast model, and production of a funding memorandum used to engage with a range of funding providers and financing structures. Castle also project managed the transaction to ensure all workstreams progressed efficiently and that the management team had appropriate funding options available throughout the process.

In addition, Castle advised on and helped negotiate a commercial vendor loan note structure and supported discussions around a corporate loan write-off, which required careful commercial and tax consideration.

A key component of the transaction was the negotiation and implementation of a Transitional Services Agreement (“TSA”), ensuring operational continuity post-completion and clearly defining responsibilities between the parties during the transition period. Castle worked alongside both parties and their respective legal advisers to support agreement of these arrangements.

The Group Director commented: “The project involved the sale of a non-core business to its management team. Stuart and his team played an important role in ensuring both parties remained aligned and were able to agree commercial terms efficiently. They also guided the management team through the process and helped evaluate the various financing options available. Stuart was highly adaptive and responsive throughout, helping ensure the transaction completed within an ambitious timetable.”