Behind the deal: Why Tullett Prebon’s deal with ICAP was a tough gig for its new GC

For Price, this was the first major transaction he was involved in since joining Tullett Prebon as its new group general counsel, having left his position at Arle Capital earlier this year. However, it was by no means simple. 

“Although it was an acquisition of a business in the same sector, it was complicated,” says Price. “We were acquiring an existing business embedded in a broader plc company and it required close cooperation on all sides.” 

The complications came from the nature of the deal itself, which was a reverse takeover not subject to Takeover Code regulations. The smaller FTSE 250 company Tullett Prebon would acquire the global hybrid voice broking information business from the larger and publically-listed ICAP, in the latest consolidating transaction to come from the sector. 

“The inter-dealer broker sector is facing headwinds from clients who are exiting a number of product areas and from the costs of more regulatory oversight,” explains Price. “Consolidation is an unsurprising response to the strategic challenges and this was the next consolidating transaction to do after GFI Group and BGC Partners’ deal earlier this year.” 

On the in-house side, new joiner Price was aided by London-based legal counsel Sarah John and EMEA general counsel Richard Elmitt, as well as APAC general counsel Paul Kelly and Americas general counsel Steve Goulet. They were already working with a large team from Allen & Overy (A&O) prior to Price’s arrival, although Price had already worked with the firm in other roles. 

The team consisted of corporate partner Richard Hough, regulatory partner Damian Carolan and tax partner Lydia Challen. Partners Trevor Borthwick, Alasdair Balfour and Nigel Parker also advised on finance, anti-trust and commercial matters respectively, with employment partner Sarah Henchoz completing the team. Ashurst partners Jonathan Parry and Dominic Ross additionally advised Tullett Prebon’s financial adviser Rothschild. 

Although Tullett Prebon does not have a legal panel, it has turned to A&O on a number of occasions with the firm advising on the 2006 separation of the banking and stockbroking operations of Collins Stewart Tullett, as well as the initial acquisition by Clifford Chance client Collins Stewart three years before. 

Clifford Chance played a role this time round too, with partners Steven Fox and Taner Hassan advising ICAP. The latter’s in-house team was led by Duncan Wales until he left for Standard Chartered in August, although Price says Wales’ departure did not affect the transaction in general. Co-head GCs for the US and EMEA Stuart Wexler and Damian Morris instead stood up to take control as well as ICAP’s CFO Stuart Bridges, with the broker’s financial advisers and joint sponsors Evercore Partners and JP Morgan Cazenove receiving counsel from Simmons & Simmons partner Colin Bole. 

“The in-house team were responsible for pulling together the terms,” says Price, “while due diligence was handled by the internal and external teams. We also gave A&O clear instructions on negotiating and reviewing the legal agreements, with attention given to tax issues and the regulators.” 

Price describes the deal as an “exceptionally complicated transaction to structure and execute successfully”, as there were “few examples by way of precedent to draw upon”. But he says he was fortunate to inherit such “an exceptionally talented and seasoned team”, with his GC experience at both Arle Capital and SRM Global Fund undoubtedly playing a role in getting the deal over the line too.