Stephenson Harwood and Macfarlanes win roles as Baker Tilly takes over RSM Tenon

Stephenson Harwood, Macfarlanes, CMS and Hogan Lovells have won roles on Baker Tilly’s acquisition of debt-laden accountancy firm RSM Tenon Group.

Deal talks between Baker Tilly and RSM Tenon first emerged in July, with Takeover Code rules stating the firm had until 5pm yesterday (22 August) to make an offer or walk away.

RSM Tenon, however, ultimately failed to secure an offer for the whole company from Baker Tilly’s UK arm, prompting it to appoint Deloitte partners Matt Smith, Nick Edwards and Clare Boardman as joint administrators who immediately sold the group in a pre-pack deal. The deal is expected to complete next week.

The trading entities of RSM Tenon have not entered insolvency proceedings and will continue to operate as usual.

Stephenson Harwood partner Ben Mercer, who advised Baker Tilly on the deal, said: “We were running a public takeover bid at the same time as an alternative bid. It’s challenging to work towards one, and then flip over.”

It is understood that shares in the RMS Tenon group were valued at 1.12p when they were suspended on Thursday, having plummeting from 66.25p at their peak in January 2011. Lloyds Banking Group, the sole lender to RSM Tenon, will not get its secured debt back. At the end of 2012, it was owed £80m.

RMS Tenon were appointed as administrators now defunct Midlands firm Challinors, after taking over from previous advisers KSA Group earlier this month (12 August 2013 / 23 August 2013). RSM also advised on the administration of Semple Fraser in March (8 March 2013).

Macfarlanes advised RSM Tenon on the deal, led by corporate and M&A partner Matthew Blows.

Mercer led Stephenson Harwood’s work for Baker Tilly, alongside corporate partner Andrew Edge, with support from Susan Moore and Elizabeth Elliot in restructuring, Maryanna Sharrock in tax, and David Lacey in finance.

CMS restructuring partner Emma Riddle led the firm’s advice to Lloyds as lenders to RSM Tenon and the administrators. Partners Aaron Fairhurst and James Parkes advised on tax and regulatory matters respectively.

Hogan Lovells acted for Lloyds as lenders to Baker Tilly, led by restructuring and insolvency partner Tom Astle and banking partner Matthew Cottis.

Background to this deal:

Stephenson Harwood has advised Baker Tilly in the past, led by relationship partner Andrew Edge.

Macfarlanes has been involved in a number of deals for RSM Tenon Group relating to its acquisitions of accounting and corporate recovery businesses. 

CMS is a longstanding adviser to Lloyds Banking Group as lender to the RSM Tenon Group. Partner Pete Wiltshire leads the relationship.

RSM Tenon partners Andrew Hosking and Simon Bonney are currently acting as administrators for collapsed Midlands firm Challinors (23 August 2013).