Bud Group; and IEP Group
Our South Africa-based corporate/M&A team, together with our tax team, is advising Bud and IEP on transactions with the shareholders of Bud and IEP. The major shareholders of IEP, which will exit their shareholding through these transactions, include Investec (LSE-/JSE-listed), Steinhoff International (Frankfurt Stock Exchange-/JSE-listed) and the Entrepreneurship Development Trust. The interlinked transactions will restructure Bud Group and the shareholdings of Bud and IEP by transferring assets of Bud into a newly-established structure to facilitate their disposal, with the proceeds to be applied to repurchase shares from the exiting shareholders of IEP; by proposing a scheme of arrangement to the shareholders of Bud whereby they will be merged into the shareholding of IEP; and through the investment into the Group of the remaining (non-exiting shareholders) and management through, among others, a series of rights issues.
The highly-complex and interlinked transactions required our team to provide legal advice under a number of disciplines, including principally corporate and commercial (M&A), corporate finance, tax, regulatory and banking & finance. We advised on the transaction structuring, the negotiation of the various transactions with disparate stakeholders (including management and ex-management of the group and shareholders from the various portfolio companies) and the drafting of the various agreements and the scheme of arrangement to give effect to the transactions.
The highly-intricate capital structure of Bud and IEP and the multiplicity of shareholders in a private company environment necessitated complex and interlinked negotiations to implement a series of transactions that could satisfy multiple stakeholders, including the exiting shareholders, the remaining and investing shareholders and Bud shareholders that are to merge into the IEP shareholding through a scheme of arrangement. In addition to the commercial negotiations, the navigation of the tax complexities posed by various shareholders at different levels in the group required innovative approaches to structuring. This is clearly the multi-layered, cross-practice caseload of a highly-skilled capability.
