Independent Schools Merger Offer

The independent schools’ sector is undergoing a period of significant and unprecedented change and challenge. We are very much aware of the pressures being faced by the sector, and have been providing advice to clients on the full range of options available, ensuring they are fully informed of the likely forthcoming issues and therefore best able to be on the front foot going forward.

For many, the option of proceeding to a merger represents the most effective way to secure the operations of the school in the medium to long term. We have advised on the full range of mergers, from the very smallest to the largest schools, acting for both the transferor school and for the transferee. Our experience means that we are able to offer cost effective and pragmatic advice to schools, ensuring issues are identified and addressed at an early stage so that schools have full visibility of the risks and issues.

We have developed pricing models to make sure schools get best value out of their lawyers at what can be a difficult and disruptive time. Our advice is available in three easy to understand options, but we are flexible and happy to scope and price individually for different combinations of support.

The advice needs for transferring schools are typically different to those who will be taking responsibility for the operation of schools going forward, and our three advice options will see differing levels of work (and therefore cost) for transferors and transferees. In particular, due diligence can be more limited for the transferor school, while key documents would tend to be produced by the transferee’s solicitor.

This provides, as the name suggests, the basic level of support required to implement the merger. It necessarily assumes that the school client concerned will have internal resource which it is able to deploy to assist the merger process.

This option includes the following support:

Provision of standard due diligence questionnaire
Review of responses to due diligence questionnaire
Preparation and drafting of Transfer Agreement (transferee)
Basic land due diligence questionnaire and preparation of land transfer documents based on due diligence questionnaire (transferee)
Negotiation of key legal agreements with the other party, assuming up to three rounds of comments on the transfer documents
Limited project support

This option builds on the Essential package by including the following support:

Provision of standard Memorandum of Understanding (MoU) reflecting agreed commercial position (transferee)
Tailored due diligence questionnaire reflecting terms of Memorandum of Understanding (MoU)
Provision of data room
Up to 5 hours of support in connection with the due diligence process
Red flag due diligence report identifying key areas of concern
Up to 3 hours of assistance with DfE material change process (transferee)
Provision of CPSE 7 commercial property and title report (transferee)
Overall project support with up to six catch up calls over duration of project of up to 1 hour each with two Stone King representatives attending

This option is ideal for schools with more limited internal resource and for circumstances where a fairly straightforward merger is intended.

This provides the most comprehensive level of support for schools, and includes all of the features of the Key Project Support package with the following enhancements:

Negotiation of Memorandum of Understanding (MoU), to include non-disclosure and exclusivity agreements to the extent required
Full support in connection with the due diligence process, including detailed review of documents provided
Preparation of full due diligence report for trustees and attendance at board meeting to discuss key issues
Full property due diligence to include full suite of local searches and CPSE 1 form (transferee)
TUPE support allowing for up to 5 hours of support whether on site or remote
Overall project support with fortnightly catch up calls and further meetings as may be required

This option provides the greatest degree of assistance and assurance to schools.

Pricing

We will be happy to provide bespoke pricing for your individual circumstances, but our fees would typically start, for Option A, at £25,000+VAT (for the transferee) and £15,000+VAT (for the transferor). Fees rise commensurately for options B and C, but our detailed understanding of the sector and broad experience of the issues faced in merger matters ensures that we are able to advise in a cost-effective way, thereby minimising costs to our clients.

These fees and estimates are exclusive of VAT and disbursements.

If you would like a tailored quote or further information, please contact either Stephen Ravenscroft or Helen Tucker and we will be very happy to advise further.