Fieldfisher has advised the majority sellers on the auction sale of the entire issued share capital of Xbridge Limited, trading as Simply Business, on a management buy out supported by AnaCap Financial Partners. Simply Business was among the first online brokers in the commercial insurance market, and focuses on the small business insurance market. The Fieldfisher team, led by Andrew Blankfield, advised the majority sellers on the sale including Brit Investment Holdings Limited (part of the Brit Insurance group) and Xbridge's founder, Brad Liebmann.
The deal involved a split exchange and completion, with various conditions precedent to completion including receipt of approval from the Financial Conduct Authority to the change of control of Xbridge. There was a pre-sale hive-out of a non-core business and the exercise of share options immediately prior to completion. There were over 50 selling shareholders on completion. The sales and purchase agreement used a "locked box" pricing structure, due to the deal being priced by reference to a balance sheet preceding the completion date, and provided for differential deferred payment models.
A separate Fieldfisher team, led by Guy Burman, advised the managers on their reinvestment in the holding company of the buyer. This involved structuring the shareholders' arrangements to optimise the managers' return on an exit and ensuring the availability of entrepreneurs' relief.
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