Legal family office
Very complex transaction, main difficulty - achieving good price while meeting the requirements of the investor in respect of security of the investment. Additional issue: sale was of a minority package, which would not give the investor a blocking vote unless agreed by other shareholders.
The sale took two years, in the first year part of the shareholding was sold. Security was achieved via introducing three-stage interdependent earn-out provisions allowing the investor top receive further shares for zero consideration if the company does not mean specified financial goals. In addition, the remaining shares of NK were encumbered to ensure the enforcement rights of the investor.
In the second year the investor decided to exit the company and the sale was finalised by joining the investor via tag along provisions.