Thomson MBO secured by double-decker

Travers Smith Braithwaite and Clifford Chance have completed the secondary buy-out of Thomson Directories using an innovative insurance arrangement to secure the deal.

The sale of Thomson, originally the subject of a buy-out in 1997, involved a “double-decker” insurance policy, arranged by insurance brokers HSBC Gibbs.

The u220m buy-out was backed by venture capitalist Apax Partners, represented by Clifford Chance.

Neither vendor – 3i or Advent – gave any operational warranty comfort to the purchasing Newco, and the Thomson managers would only give such warranty comfort on the basis that their liability under such warranties was fully insured.

Under the “double-decker” arrangement, Newco insured its risk against the managers' insurance policy failing by taking out a second insurance policy. The arrangement was made possible primarily because the Thomson managers and the institutional investors in the original buy-out, 3i and Advent, were re-investing in Thomson's new holding company, TDL Infomedia.