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SJ Berwin LLP Advises on US$535 Million Sale of ERM

Monday 31st October 2005

SJ Berwin advised the management team and the majority shareholder 3i, on the US$535 million sale of ERM, the world's leading provider of environmental consultancy services, to Bridgepoint Capital.

If completed, the transaction will be the largest LBO ever undertaken in the UK professional services industry.  The offer document was posted ahead of schedule, at the end of last week, and completion is expected to take place in early December, subject to receipt of regulatory consents.

SJ Berwin led and managed the legal process which involved due diligence, securities advice and antitrust review across 39 jurisdictions.  The SJ Berwin team was led by corporate partners Steven Davis and Rob Day, assisted by corporate assistants William Holder, Nicholas Plant and Andrew Wingfield.

The SJ Berwin banking team, led by banking partner Raji Bartlett and assisted by banking assistant Brendan Davies also advised the bidding entity on the new debt facilities.

Bridgepoint Capital was advised by Mark Soundy, Ian Shawyer and John Newton of Weil, Gotshal & Manges.  Marco Compagnoni and Tom Harding at Lovells advised 3i on certain specific items.  Jim Rosener, Tom Kennedy and Jay Jumper at Pepper Hamilton LLP advised on US aspects of the transaction.

Steven Davis commented:  "We are pleased to have worked with ERM since the late 90's.  We advised ERM on the management buyout in 2001, with 3i, and we are delighted to advise the company its partners, employees and staff on this secondary buyout replacing 3i with Bridgepoint as a new partner.  Like SJ Berwin, ERM is a people business, and we were sensitive to ensure that the partners and employees at ERM were comfortable with the terms proposed by their new investor, as well as ensuring that the transaction was executed and managed efficiently."


Notes:
  • SJ Berwin is a full-service international legal practice with more than 450 lawyers across its offices in London, Brussels, Frankfurt, Berlin, Munich, Madrid and Paris.
  • With a dedicated European private equity team comprising over 140 full-time corporate private equity lawyers together with support from its other departments, SJ Berwin advises clients on the full-range of private equity business, both in connection with the establishment of private equity funds and their associated incentive schemes, and on MBOs, MBIs, public-to-privates and venture capital investments.
  • SJ Berwin was created and thrives as a leading-edge legal services business, focusing on the European and international market place. Our clients are sophisticated buyers of legal services, principally entrepreneurial companies and financial institutions, whom we advise on a comprehensive range of services including Corporate Finance, Commercial, Real Estate, Banking, Reconstruction & Insolvency, Financial Services, Litigation, Employment & Pensions, EU & Competition and Tax.
  • Our approach has resulted in the firm winning a number of recent awards including "European Law Firm of the Year" (fund formation) by subscribers to PrivateEquityOnline and Private Equity International, "Private Equity Law Firm of the Year 2004" at the European Venture Capital journal awards 2004, "Law Firm of the Year" 2004 at the EVCA/Real Deals European Private Equity Awards, " LBO Firm of the Year" 2004 at the Finance and Law Awards in Paris, "Real Estate Team of the Year" at The Lawyer Awards 2004, "World's Leading Firm for Private Funds Expertise" in The International Who's Who of Business Lawyers 2003/4.
  • In April 2005 Head of Private Equity, Jonathan Blake, was named Global Lawyer of the Year in the Private Funds category by The International Who’s Who of Business Lawyers 2004/2005. In November 2004, Jonathan Blake, was admitted to the British Venture Capital Association "Hall of Fame" for his services to the private equity industry over the last 20 years.
  • On 1 June 2005 SJ Berwin became SJ Berwin LLP, a limited liability partnership. SJ Berwin LLP or an affiliated undertaking has an office in Berlin, Frankfurt, London, Madrid, Munich and Paris.
 
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