"You'll reach your £100 million target deal turnover - you'll reach it with a single deal!"
By way of introduction, I am a second year trainee completing my third seat in the Corporate department of our Manchester office. My path on the transactional trajectory began with an inaugural contentious seat in the Litigation department followed in earnest by a second seat in our specialist Asset Finance team. I am fast approaching the half-way mark in the corporate department and thought useful to take a step back, reflect and share my experiences of my first major transaction.
"Congratulations - Your next seat is in the Corporate department!"
My first steps into the Corporate department were back on a glorious morning in June 2014 whilst on vacation placement: I was but a keen final year non-law student with a penchant for corporate affairs whilst the Manchester team were seasoned dealmakers. Indeed, they had just completed their bumper year of four initial public offerings, hitting the high mark of an annual £2.8 billion deal turnover. My experience was overwhelmingly positive and this made me all the more determined to return and earn my stripes as a trainee solicitor. Naturally, I was delighted to receive the news of the seat rotation confirming my new department for September 2017.
"You are just in time, we are off to catch a big fish!"
My first day in the department began with my involvement in the cross-border sale of the Arena Plaza Shopping Centre in Budapest for a value of €275 million. Yunus Maka (Partner), my supervisor with whom I share an office, briefed me over a steaming espresso on the heads of terms, key documentation and complex deal structure. We represented the investors wishing to sell the property and CMS on the other side were acting on behalf of the South African purchaser. Together with Yunus and Hannah Jones (Associate), we formed the UK deal team nucleus responsible for overseeing and managing the transaction along with our Hungarian colleagues in the Budapest office.
"You are here, now show us exactly what you can do"
From the beginning, I was afforded a high level of responsibility and involved on all client conference calls, enabling me to fully immerse myself in the transaction and genuinely support the fee-earners. Within hours of my arrival, I found myself responsible for liaising and co-ordinating the exchange of documents between the client, internal departments, overseas counsel and the other side. My key role throughout was managing and organising all the information flows coming through and to ensure that all parties were briefed on transaction developments. Subsequent tasks involved drafting release of security documentation and reviewing and amending short-term finance loans, drawing upon my previous experience as a finance trainee.
"Now you understand what it is all really about"
Positioned at the centre of the transaction, I was able to appreciate the extent to which most corporate transactions almost always overlap with other departments within our own office or that of our international network. Such exposure genuinely enables you to understand how the various elements constituting a major transaction fit together (for example finance, real estate, tax and employment) strengthening both your legal skills and commercial nous.
"Pre-completion fever pitch"
The date for completion was fixed for the Friday and fast approaching. In short, the countdown to completion is invariably an extremely busy time as the stakes are so high prior to the parties coming together. Closing negotiations meant that numerous outstanding documents needed to be reviewed and finalised for circulation. We therefore doubled our efforts into the late hours throughout the week to ensure that all conditions precedent and ancillary transaction documents were finalised. I cannot emphasise how much you should experience the run up to a completion even if only to experience and enjoy the sense of energy, purpose and camaraderie as the team drives forwards to deliver the common objective.
"Plan C… someone picks it up and jumps on a plane tomorrow!"
We were less than two days from closing when it became apparent to the other side that a particularly vital document may not be provided in time. The news of this sudden obstacle brought the daily conference call to silence, followed immediately by an eruption of phone calls and emails: the document could not hold up completion. Memorably, a particularly sanguine financial adviser called me directly, listing the three most realistic options for resolving this issue. I must confess, I have often pondered as to what may have been should plan B not have delivered.
"Go and get the money as they say!"
Dawn broke on Friday morning over an unusually clear autumn sky in Manchester. The parties had spent the majority of the previous day at the other side's offices in Budapest for signing. My final pre-completion task was the review of the entire suite of transaction documents to ensure that these had been correctly signed. Fortunately, our Hungarian colleagues proved of invaluable assistance throughout and had ensured this to be the case. We therefore proceeded to set up the formal completion call with the other side to finalise the deal, arrange for receipt of sale proceeds and in exchange transfer ownership of the Arena Plaza Shopping Centre.
"You'll be able to say that you've already done it!"
We completed the transaction on Friday morning shortly before 11 am. We received a very warm congratulatory message from the client thanking us for our efforts and hard work. My involvement was not over as my final responsibility consisted of drafting the official press release announcing the transaction. This particular task resonated strongly because in many ways it exemplifies the extent to which you are able to participate in a transaction whilst at a junior level.
I had been in the department for barely 17 days and already I had completed my first multi-jurisdictional corporate transaction and for a value of €275 million.