Exit Execution and Wind-Down Support for a Private Equity-Backed Software Asset Sale

Provided end-to-end corporate services support in connection with the divestment of a private equity-backed software asset, covering the full transaction lifecycle from signing and closing through to post-closing wind-down and final liquidation.

We acted as appointed directors across the relevant holding and SPV structure, supporting transaction execution through the signing of legal documentation, active participation in legal and tax workstreams, and close coordination with external counsel and advisers.

Our mandate included the review and oversight of fund flows, the setup and execution of transaction-related payments, investor cash flow coordination, and the implementation of call-back controls in line with defined release procedures and approval frameworks.

In parallel, we managed the coordination with tax advisers across the SPV structure and ensured the timely and accurate repatriation of proceeds to the relevant shareholders following closing.

Post-closing, we continued to support the client and its legal advisers with the orderly simplification and wind-down of the structure, including mergers, entity rationalisation and the ongoing independent management of the residual entities during the contingency and claims period under the SPA.

Following the expiry of all relevant claims and contractual contingencies, the final liquidation and orderly dissolution of the remaining entities is managed independently by Valentra, ensuring a controlled, compliant and timely closure of the structure.

Acquisition Execution and Ongoing Corporate Services Support for a Private Equity-Backed Industrial Electronics Investment

Provided end-to-end corporate services support in connection with the acquisition of an industrial electronics asset by a private equity investor, covering signing readiness, closing execution and ongoing hold-period support.

As part of the transaction, we provided a pre-established shelf company structure, including the relevant acquisition entities and management participation SPVs, with director appointments already in place to ensure full readiness for signing within the required deal timeline.

Working closely with the client’s legal, tax, investment and finance teams, we supported the establishment and structuring of both the main acquisition platform and the SPVs used for the management equity participation.

We also actively supported both the equity and debt funding workstreams, including the review and execution of the relevant financing, capital contribution and funding documentation in our capacity as appointed directors.

In parallel, we managed the opening of the required bank accounts, the implementation of the appropriate signatory rights and approval matrix, and supported the preparation and review of the transaction fund flow.

Ahead of closing, we performed independent verification of payment instructions and beneficiary account details, including email and telephone call-back confirmations in line with the agreed control framework, followed by the timely execution of payments under the defined two-way approval process.

Following completion, we managed the handover of the acquisition vehicle to the management team of the newly formed portfolio company, including the orderly transfer of key corporate records and the explanation of relevant accounting, tax and operational processes.

The management participation SPVs continue to be supported by Valentra throughout the hold period, including director services, domiciliation and the full range of ongoing corporate and administrative services.

Structure Setup and Ongoing Corporate Services Support for a Private Equity Continuation Vehicle Rollover

Provided end-to-end corporate services support in connection with the rollover of two portfolio assets from legacy funds into a continuation vehicle structure, including the establishment of the management participation SPVs and ongoing hold-period support.

As no acquisition vehicle was required for this transaction, our mandate focused on the pre-establishment and setup of the SPV structure used for the management equity participation within the continuation vehicle framework.

We established the relevant SPVs in advance and worked closely with the client’s legal and tax advisers to ensure the structure was fully operational and ready within the transaction timeline.

Our scope included the opening of the required bank accounts, the implementation of all relevant signatory rights and approval frameworks, and close coordination with legal counsel, tax advisers and the investment team throughout the transaction process.

We also supported the equity funding and rollover workstreams, including the preparation, review and execution of the relevant funding documentation, as well as active participation in the transaction fund flow.

Ahead of completion, we carried out independent verification of payment instructions and beneficiary account details, including email confirmations and telephone call-back controls, followed by the timely execution of payments in line with the agreed approval procedures.

Following completion, the entities continue to be supported by Valentra throughout the hold period, including director services, domiciliation and the full range of ongoing corporate and administrative services.