Our team of more than 20 dedicated Corporate Simplification (“CS”) specialists has a collective total of more than 200 years' experience.
We advise clients on how to rationalise their group structures, maximise asset realisations and wind-down and close solvent non-core businesses and operations, ultimately acting as liquidators using a members' voluntary liquidation. We work closely with our clients, helping them to develop and deliver bespoke project plans, tailoring our support to match their needs.
We are independent and free of any conflicts so we are able to act with great agility and efficiency.
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How We Help Our Clients
Legal Entity Rationalisation
A Legal Entity Reduction, (Corporate Simplification) project simplifies a group structure, eliminating surplus entities that are inefficient, unwieldy, typically expensive to maintain, do not support the needs of the business and could present a hinderance to future growth.
Strategic Asset Realisation
Once the economic purpose has been achieved there should be strategic focus on maximising the return to shareholders. An asset sale, rather than a share sale, may be a better outcome.
FS Solvent Wind Down (Banking)
In the Financial Services sector, where disruptors and changing customer tastes can quickly create instability, having a fit for purpose wind down plan that can be rapidly deployed is critical.
Where the future of an underperforming or non-core business/operation is being considered and a solvent wind-down is determined to be the best exit route.
- CEO/CFO driven cost reduction initiatives.
- Investor led transparency.
- Governance requirements.
- Integration synergies following M&A.
- Shareholders desire to maximise value, particularly after private equity disposals.
- Provide returns to shareholders in a tax efficient manner.
- Strategic footprint rationalization.
- Regulatory obligation to have a robust exit plan in place, that can be put into practice, so a business can avoid an insolvent exit.
- Achieve optimal value extraction through an orderly wind-down, where recoveries can be maximised and both costs and risk are minimized.
- Delivers cost savings and reduced compliance.
- Group structure fit for purpose.
- Frees up management time.
- Releases capital.
- Finality and protection from future risks/liabilities.
- Investments are exited with minimal risk to avoid value leakage and future potential exposure.
- Finality for all parties in SPV and JV arrangements.
- Meets regulatory requirements.
- Reduces risk for directors.
- Confidence for investors and customers that appropriate measures can be taken.
- Enhances governance.
- Scenario planning and estimated outcomes generated at the outset.
- Optimal resolutions of critical issues identified early.
- Preserves shareholder value by releasing resources back to the wider group.
UK Legal Entity Rationalisation (Banking)
- The client’s existing LER project had stalled, creating internal pressure and attracting unnecessary regulatory attention with over 1,000 subsidiaries.
- The client wanted not only a rapid solution, but also a legacy which would enable internal resources to prepare inactive companies for elimination in the future.
- Working with the client, we re-engineered elimination step plans and simplified sign-off procedures. Internal staff were also trained to deal with a variety of issues in-house and supporting processes were embedded across finance, tax, and legal teams.
- Early engagement with other stakeholders resulted in the project being reinvigorated and completed on time and within budget saving c£2m pa. while returning over £4bn of shareholder value.
- After more than 400 liquidations we still work with our client who continues to benefit from the embedded processes put in place during the very first phase of work.
Global Legal Entity Rationalisation (Technology Company)
- A Global Legal Entity Rationalisation (“LER”) project for a NYSE listed Group that provides IT services.
- The target group had recently made two material acquisitions, doubling its legal entity footprint. The client’s year-end was the key driver to materially decrease its number of legal entities.
- Assisted client in identifying 200+ legal entities that could be eliminated (by either merger, liquidation or de-registration, as appropriate).
- We had a solution-driven approach to eliminate issues including wide-ranging corporate memory loss. Data rooms were used for the management of large volume of review data from various global stakeholders.
- Job Plans captured the steps, key issues and milestones for c. 200 eliminations. Detailed tax deliverables were produced which highlighted local, UK and US tax implications of the proposed eliminations.
- Entities have been successfully eliminated in UK, US, Canada, Ireland, Australia, New Zealand, Singapore, Oman, Cayman, and many European jurisdictions.
Strategic Asset Realisation A (Retail)
- Wind-down of one of the oldest family-owned antique businesses in the UK.
- We ensured a smooth wind-down and the most tax efficient outcome for holding and trading companies and the individual shareholders. Surplus cash in the liquidation estate was distributed to individual shareholders by way of a return of capital on their investment. Liaison with key stakeholders maintained the business’ esteemed reputation.
- Liaison with key stakeholders so as to maintain the esteemed business reputation and avoid any disruption to business as usual during the solvent liquidation process.
- Personal and personable service achieved through face-to-face meetings with company directors/key personnel and board meeting attendance.
- Synergies achieved across service lines with holistic offering provided by colleagues in Restructuring and Tax Advisory.
- Repatriation of £45m cash to shareholders over the course of the liquidation to date.
- Valued by client as their trusted professional advisor on restructuring and private tax advisory matters.
Strategic Asset Realisation B (Retail)
- Private Equity House wanted to realise value on one of its investments via share sale or asset sale.
- Given shareholders desire to maximise value, asset sale route was chosen with subsequent solvent wind down of the entire group.
- Business comprised a number of leasehold sites, where complex negotiations were held with landlords which resulted in a successful outcome for the business.
- A range of contingent liabilities to be considered, including longtail customer warranties. Our work included negotiations with insurers and manufacturers in order to allow for the business to be wound up.
- We were appointed to advise the board and shareholders in respect to the wind down of the group and subsequently were appointed liquidators.
- Entities placed into members voluntary liquidation; liquidators subsequently realised additional assets in the liquidation, whilst managing legacy contingent and prospective liabilities.
FS Solvent Wind Down s166 (Banking)
- Digital bank offering loans, credit cards and deposits.
- Engaged by the PRA and the firm under the s166 framework to review, amend and supplement the firm’s existing solvent wind down plan to ensure that it was actionable.
- A collaborative approach was taken; working closely with the firm to develop an implementable solvent wind down plan that met PRA criteria, and to then support assertions within the plan with independent analysis provided to the PRA.
- Assisted with all parts of the solvent wind down plan including portfolio exits, employees, operational actions, stakeholder communications, possible financial outcomes and risk management.
- This work was delivered at pace, taking three weeks from inception to initial reporting, with a further phase of additional analysis
FS Solvent Wind Down (Banking)
- The bank’s parent company wished to exit the market. After an unsuccessful share, sale alternative options will be investigated.
- Business comprised: personal unsecured lending; automotive lending; e-money cards, and deposits.
- We led the assessment of the exit options under a range of scenarios comprising the sale of parts of the business and the wind down or share sale of the remainder; advised on the retention payments; supported the wind down, and identified the stress test parameters for modelling the liquidity and regulatory capital.
- There were several international e-money books with some AML issues and blocked accounts which needed specific management through liquidation.
- We were appointed to advise the Board and provide assistance as and when required through the implementation and are now liquidators of the residual entity.
Managed Exit (Industrial Products)
- Following a strategic review of this privately-owned engineering business, a decision was taken by the members to dispose of its UK and overseas operations.
- Disposal of the asset base precipitated a wind down of the group’s residual interests and the eventual return of capital to shareholders.
- We advised the Board on; (a) the strategy for achieving a winding up of the group’s affairs; (b) developing an entity priority model to illustrate the flow of value through the group structure and assess the financial strength of the different entities exit; (c) implementing a series of solvent liquidations for the purpose of completing the exit process.
- Established a deep knowledge of the group’s financial position to assess asset values and actual/contingent liabilities.
- Working with the Board to test assumptions and consider realisations based on market conditions.
- Bringing a broad skill set across many work streams.
- Supporting the Board to negotiate deal structures which support the objective of settling legacy contingent liabilities.
- The client valued our ability to proactively manage their reputational risk by exiting in a risk focused, timely manner.
Managed Exit (Energy)
- Following an unsuccessful sale process, our client needed assistance in exiting its nuclear energy operations in the U.K. through a solvent wind-down and closure process.
- High profile exit which also required the contemporaneous unwinding and release of a Parent Company Guarantee (“PCG”). Due to prior stock market announcements and key year-end milestones, the exit needed to be performed in an accelerated timeframe.
- We supported the client with closure cost estimations (plus tax efficient funding), detailed wind-down planning, negotiation for contract exit, stakeholder management and the implementation of an accelerated solvent liquidation process.
- Successful strategy to return development site to its former state as part of a settlement agreement entered into with U.K. Government. All contracts successfully exited under favourable commercial terms and contingent liabilities closed out. Client valued our ability to proactively manage their reputational risk and to successfully exit in a cost-effective, risk focused, timely manner.
When to Reach Out
The Teneo CS team will partner with you to deliver successful simplification projects in the UK, Europe and globally. We:
- have a dedicated team of over 20 CS specialists with a collective total of more than 200 years’ experience;
- work across all sectors managing many complex assignments involving a range of stakeholders including regulators, lenders, tax authorities and investors;
- are experienced at delivering restructuring solutions for anything from privately owned businesses and family offices to large multinational conglomerates;
- will adjust out approach to suit your specific needs; and
- are free of audit conflict issues.
Legal Entity Rationalisation
- Extensive global project experience.
- Able to help clients who need both solvent and insolvent solutions.
- Market leading experience and expertise in designing and delivering projects to simplify complex groups.
- When you have a large and/or unwieldy legal structure that does not mirror your operational model.
- When there are contingent risks harboured in legacy entities.
- You need project management support across multiple jurisdictions.
- Capital is trapped in dormant or non-trading subsidiaries.
- When valuable senior resources may be tied up in dealing with legacy or non-core activities.
Strategic Asset Realisation
- An established and proven track record of maximising returns to investors in wind-down situations.
- The ability to deploy our specialists rapidly and design/deliver restructuring plans which are focused on client’s objectives, including tax efficiency.
- In situations where deal structures may require the extraction of assets from a group followed by the winding up of the residual group structure.
- When there are multiple stakeholders to manage as part of a restructuring.
- If a strategic decision to exit the business is being considered.
Financial Services Solvent Wind Down
- Leading specialist FS team.
- Global experience.
- Led ground-breaking restructuring projects across Europe.
- Engaged by the regulators to critique Solvent Wind Down Plans (SWDPs).
- You’re thinking of exiting a business.
- You’re planning to exit a business.
- You need a wind-down contingency plan when selling a business.
- You or your regulator would like a critique of your Solvent Wind Down Plan.
- You need to develop or enhance your SWDP for regulatory or internal reasons.
- Provide a full suite of services from options analysis to wind down planning and entity elimination for actively trading entities.
- Have extensive experience of delivering solutions to complex situations across market sectors.
- Work collaboratively with investors and management to optimise returns to shareholders.
- If you are considering options for either selling, winding up or refinancing non-core operations.
- Where there is an under-performing business within a larger group.
- When there are sub-optimal market conditions for disposing of an asset.
Teneo refers to Teneo Holdings LLC and its subsidiaries and affiliates worldwide. Securities products and services are offered in the United States by Teneo Securities LLC, member of FINRA and SIPC.
Details of the entity providing services, legal and regulatory information in respect of the Teneo entity are also included in our engagement letters.
Specific information relating to our regulated entities which provide services to clients is detailed below:
|Registered Name||Legal Form||Registration Location and Reference||Registered Office||Data Protection||Regulator(s)||Professional Indemnity Insurance|
|Teneo Financial Advisory Limited||Limited Company||England & Wales, 13192958||5th Floor, 6 More London Place, London, SE1 2DA||UK - ZA920639||The Institute of Chartered Accountants in England and Wales (“ICAEW”) C008873136. All insolvency practitioners are licenced by the ICAEW. ICAEW Designated Professional Body licence for a range of investment business activities.||Details of the professional indemnity insurer can be provided on request.|
|Teneo Securities LLC||Limited Liability Company||USA - Delaware||280 Park Avenue, 4th Floor, New York, NY 10017||N/A||Financial Industry Regulatory Authority (FINRA) #151256. Securities and Exchange Commission (SEC).||Details of the professional indemnity insurer can be provided on request.|
Teneo Securities LLC’s Business Continuity Planning
Teneo Securities LLC has developed a Business Continuity Plan (“BCP”) on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our BCP.
The Firm has developed and installed a BCP in the case of any business disruption that causes the Firm to have limited or no communications with its employees or customers. Our plan anticipates two types of business disruptions, internal disruptions which affect only our Firm’s ability to do business (such as a fire in our building) and external disruptions that prevent the operation of securities markets or other firms (such as natural disasters or acts of war).
The Firm intends to stay in business during both internal and external disruptions due to the fact that the Firm employees can conduct Firm related business from alternate off-site physical locations and the Firm maintains an alternate location for the maintenance of its books and records. We anticipate that the Firm will recover from internal business disruptions within 24-48 hours. An outage due to an external business disruption may be longer and is beyond the control of the Firm. However, the Firm will endeavor to resume business as soon as it is possible for the Firm to establish business operations from alternate off-site physical locations.
The Firm’s BCP specifically addresses the following areas related to Firm operations:
- Data back-up and recovery (hard copy and electronic);
- All mission critical systems;
- Procedures to test and determine the Firm’s ability to do business (i.e., financial and operational assessments);
- Alternate communications between customers and the Firm;
- Alternate communications between the Firm and its employees;
- Alternate physical location of employees;
- Critical business constituent, bank, and counter-party impact;
- Regulatory reporting; and
- Communications with regulators.
If you have questions about our business continuity planning, you can contact us (212) 886-1600.