→ M&A · Sub-expertise
A leveraged buy-out is a demanding structure that combines corporate law, bank financing, taxation and the management package. Our M&A and corporate teams coordinate the three pillars — acquisition holding company, financing documentation, shareholders' agreement — to secure your transaction end to end, whether you are a manager, an investment fund or a management buyer.
→ What we cover
Acquisition of a target by a fund or investors via a holding company that takes on debt. We structure the holding company (SAS, SLP), negotiate the term sheet with senior and mezzanine lenders, and draft the entire investment documentation.
Buy-out of the company by its management team, generally backed by a fund. We calibrate the management package (preferred shares, BSPCE, ratchet, sweet equity) to align the interests of the managers and the financial investor.
The manager buys themselves out via a holding company: partial liquidity, retention of operational control, wealth optimisation. We manage the transaction in coordination with your tax adviser (contribution-and-sale under article 150-0 B ter, Dutreil pact).
Negotiation and drafting of the senior loan agreements, mezzanine debt, vendor loan, earn-out. Setting up of security interests (share pledge, Dailly assignment) and financial covenants. Interface with the lenders' counsel.
Exit clauses (drag-along, tag-along), pre-emption, bad leaver / good leaver, non-compete, investor reporting, strategic committee. An agreement tailored to protect all parties through to exit.
Coordination of signing and closing, satisfaction of conditions precedent, rapid holding/target merger where relevant, integration of the new corporate bodies. Assistance with the first reporting and covenants after the transaction.
→ Our approach
01
Initial discussion to understand your objective (sale, transfer, external growth), the target's profile and the financial requirements. Choice of the most suitable structure (classic LBO, MBO, OBO, build-up).
02
Design of the acquisition scheme: choice of the holding company's legal form, quantum of debt, allocation of capital among founders, managers and investors. Negotiation of the term sheet with the lenders and equity investors.
03
Legal review of the target (buy-side) or preparation of the vendor due diligence (sell-side). Drafting of the SPA, the representations & warranties (W&I / liability guarantee), the shareholders' agreements and all acquisition documentation.
04
Coordination of signing and closing, satisfaction of conditions precedent (regulatory authorisations, financing, competition clearance), post-acquisition merger if relevant, setting up of governance.
→ Who we help
An OBO makes it possible to crystallise part of the value today while retaining operational control for 3 to 5 years, before a full sale to a strategic buyer or a fund.
An MBO backed by a fund allows key executives to access the capital of the company they run, with financial leverage and a tax-optimised management package.
For a primary or secondary LBO, we act on the sponsor side: structuring, negotiation of the SPA, agreement with the managers, setting up of the financing and the covenants.
Multiplication of acquisitions under an existing LBO holding company: we industrialise the processes to chain transactions without lengthening timelines.
→ Q&A
All rely on a leveraged acquisition holding company, but the buyers differ. LBO: a fund or investors acquire a company. MBO: the management team buys the company it runs, often with a fund. OBO: the manager-shareholder buys themselves out to generate liquidity while retaining control.
Between 4 and 9 months on average. The main stages: scoping and term sheet (4-6 weeks), buy-side due diligence (6-10 weeks), negotiation of the SPA and financing in parallel (6-12 weeks), signing, then closing after satisfaction of the conditions precedent (4-8 weeks). Transactions requiring competition clearance or foreign investment control can lengthen the timeline.
The package typically combines ordinary shares (the manager's personal investment), preferred shares with a ratchet mechanism (acceleration in the event of outperformance), and sometimes BSPCE or BSA. Bad leaver / good leaver clauses determine what happens in the event of departure. The objective: to align managers with value creation through to exit, with sustainable taxation (capital gains vs salaries).
The main ones: the Charasse amendment (limitation on the deductibility of interest on intra-group acquisitions), the anti-hybrid mechanism, and reclassification for abuse of law on OBO contribution-and-sale schemes. We systematically work with your tax adviser to secure these points ahead of closing.
→ Go further
Let's talk. We respond within one business day to qualify your transaction and direct you to the firm's most suitable lawyer.
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