Smith & Williamson’s Restructuring Of Tilney Merger And Warburg Pincus Investment

Macfarlanes has advised Smith & Williamson on the restructuring and investment. Kirkland & Ellis advised Warburg Pincus on the deal.

Smith & Williamson revised the structure for its merger with Tilney, which included a significant new equity investment from global private equity investor Warburg Pincus LLC, who will co-invest on completion alongside Tilney’s controlling shareholder, Permira.

The combined Tilney Smith & Williamson group will be the UK’s leading integrated wealth management and professional services business, with approximately £44bn in assets under management. The merger was originally announced in September 2019, but was delayed in Q1 2020 due to the impact of the Covid-19 pandemic and ongoing discussions between the parties and the Financial Conduct Authority. Subject to customary regulatory and antitrust consents, and the approval of Smith & Williamson shareholders, it is now expected that completion will take place in the second half of 2020.

The Macfarlanes team was led by corporate and M&A partner Tom Rose (Picture), assisted by senior solicitor Tom French and solicitors Olivia Seeley and Emma Bailey. Tax and reward advice was provided by partners Mark Baldwin and Rob Collard, supported by senior solicitor Saba Palizi and solicitor Mark Petch. Finance advice was provided by partner Kirstie Hutchinson and solicitor Owen Giles, with competition expertise provided by partner Cameron Firth, senior solicitor Charlie Critchley and solicitor Dominic Griffin.

The Kirkland team advising Warburg Pincus was led by transactional partners Adrian Maguire, Stuart Boyd and Tom McCarthy; debt partners Neel Sachdev and Leon Daoud; regulatory partners Lisa Cawley, Prem Mohan and Philip McEachen; and antitrust and competition partners Sarah Jordan and Annie Herdman.

Involved fees earner: Stuart Boyd – Kirkland & Ellis; Lisa Cawley – Kirkland & Ellis; Leon Daoud – Kirkland & Ellis; Annie Herdman – Kirkland & Ellis; Sarah Jordan – Kirkland & Ellis; Adrian Maguire – Kirkland & Ellis; Tom McCarthy – Kirkland & Ellis; Philip McEachen – Kirkland & Ellis; Prem Mohan – Kirkland & Ellis; Neel Sachdev – Kirkland & Ellis; Emma Bailey – Macfarlanes LLP; Mark Baldwin – Macfarlanes LLP; Robert Collard – Macfarlanes LLP; Charlie Critchley – Macfarlanes LLP; Cameron Firth – Macfarlanes LLP; Thomas French – Macfarlanes LLP; Owen Giles – Macfarlanes LLP; Dominic Griffin – Macfarlanes LLP; Kirstie Hutchinson – Macfarlanes LLP; Saba Palizi – Macfarlanes LLP; Mark Petch – Macfarlanes LLP; Tom Rose – Macfarlanes LLP; Olivia Seeley – Macfarlanes LLP;

Law Firms: Kirkland & Ellis; Macfarlanes LLP;

Clients: Smith & Williamson LLP; Warburg Pincus;