IK Investment Partners (“IK”), a Pan-European private equity firm, has signed an agreement with a group of investors including Reggeborgh Groep to acquire a majority stake in Vistra Group (“Vistra”), a fast growing international trust and corporate service provider. The current management team remains [private] an important shareholder and re-invests nearly all proceeds. The transaction is the result of an exclusive process and will be largely financed by equity provided by IK and management. Terms of the agreed sale, which is subject only to regulatory approval, were not disclosed.
Vistra provides a full range of administrative solutions for corporate structuring and for wealth protection. Through the combination of an unique set of skills in the field of taxation, law and accounting, Vistra is able to address the various needs of its clients, who include large international corporations, high net worth individuals and institutional investors from around the world.
The trust and corporate services industry is currently undergoing fundamental change with increasing professionalism, consolidation and globalisation as key trends in response to increasing regulatory requirements and cross-border client needs. IK believes that Vistra is very well positioned to capitalise on these trends. Vistra is one of the leading players in the industry with a strong and growing foothold in key jurisdictions worldwide, and is led by a highly entrepreneurial and experienced management team.
Vistra was founded in 2006 through the buy-in of the private client business of Chiltern in London and Jersey by the former top management team of Fortis Intertrust. Soon afterwards, additional offices were opened, including Amsterdam and Geneva. Further expansion came in 2007, with the acquisition of Benelux Trust in Luxembourg and Monterey Group in the Netherlands and Curaçao. In 2008, Vistra acquired ACSA, a corporate services provider in Cyprus and in 2009 Vistra expanded into Asia, opening a new office in Hong Kong. Today, Vistra is a fully integrated company with a network of offices in 12 jurisdictions, serving its clients with cross border solutions including trustee and fiduciary services, corporate services, business services and outsourcing, specialised services and fund services.
This transaction marks the next stage of Vistra’s ongoing development. As a private equity firm with an active ownership strategy, IK intends to fully support management with funds and hands on assistance in further growing the company through an active buy-and-build strategy.
Kristiaan Nieuwenburg, Partner at IK and head of the Benelux investment team commented: “We expect the developments in the trust and corporate services sector to generate attractive opportunities for market consolidation. We are excited to back Vistra’s entrepreneurial management team, who have successfully created a well positioned platform to participate in this consolidation process.”
Bart Deconinck, CEO of Vistra Group commented: “We want to thank Reggeborgh Groep and our other investors for their support and belief in us right at the start. We are very excited to have IK on board as a new shareholder and partner who will support us in the next steps of our development. Building on our past experiences, we will focus on applying our successful buy-and-build strategy to further capitalise on the growth opportunities in our industry by entering into new geographies and expanding into new service areas. Our long-lasting client relationships will not undergo any changes and the whole team will continue to provide the same services as in the past, benefiting from the support and international reach of IK.”
Advisors to IK are ING Corporate Finance (M&A), Allen & Overy (legal), PwC (accounting & commercial), Deloitte (tax), Marsh (insurance). Advisors to Vistra’s shareholders were Wyvern Partners (M&A), Jones Day (legal), Houthoff Buruma (legal).[/private]
Weil, Gotshal & Manges LLP has announced the expansion of our international tax practice with two partners joining in London and New York. [private]Brenda Coleman will be joining Weil Gotshal’s London office and Patrick Jackman has joined the New York office.
Martin Pollack, co-chair of Weil Gotshal’s Global Tax practice, stated, “The firm’s focus on advising clients worldwide is clearly reflected in our tax practice. We provide innovative transactional M&A and restructuring advice for some of the world’s largest corporations. The international experience that Brenda and Patrick bring is an excellent addition to the team at a crucial stage in the economic cycle.”
Brenda Coleman has been a Corporate Tax partner at Allen & Overy and before that, at Herbert Smith, for 18 years, having originally trained at Slaughter and May.
She has worked on the tax aspects of various corporate, restructuring, real estate and fund formation matters. Her experience includes advising on the restructurings of Nybron, Monier, Eurotunnel, Marconi, Boxclever and TXU. Most recently, she has advised HBOS plc on its £4 bn rights issue with HM Treasury and its merger with Lloyds TSB Group plc.
She is consistently recommended by the legal directories and is reported by Chambers as being “an excellent practitioner with deep technical knowledge.”
Mike Francies, Managing Partner of the London office commented, “Our London corporate tax team, led by Sarah Priestley, has played a central role on a wide range of cross-border corporate and restructuring work. Adding Brenda to the team is an important next step in offering clients ever more innovative tax solutions on an international scale.”
Patrick Jackman was most recently a Managing Director and Head of the International Tax Advisory Group for Merrill Lynch, where he focused on optimizing the tax efficiency of Merrill’s cross border operations. Prior to Merrill Lynch, Jackman was a partner in KPMG’s International Corporate Services and National Tax Group, where he played a lead role in the cross border transactional tax practice and was involved in all aspects of public and private mergers, acquisitions, spin-offs and partnerships. In addition, Jackman is a co-author of one of the leading International M&A Tax Treatises.
The two new partners join a team of 72 tax specialists located across the firm’s international offices. Recognized for its excellence worldwide, Weil Gotshal’s tax practice and partners are highly ranked in leading legal directories such as Chambers, Legal 500 and PLC Which Lawyer?, among others. [/private]
International law firm Freshfields Bruckhaus Deringer has announced the appointment of [private]Danny Beeton as the firm’s Head of Transfer Pricing Economics.
Previously a partner and head of transfer pricing at accountant and business adviser Grant Thornton, Danny has over 20 years of experience as a strategic transfer pricing adviser defending companies in transfer pricing disputes as well as advising on implementing transfer pricing arrangements.
Murray Clayson, tax partner in the firm’s London office, said, ‘We are delighted that Danny is joining us at a time when transfer pricing is assuming ever-increasing importance to our clients. His strategic input on pricing methodology, valuation and economic theory will combine powerfully with our tax law practice and our commercial legal services, particularly in the dispute resolution, corporate and intellectual property areas.’
He added, ‘Danny’s expertise will also be highly valuable in business restructurings and in the M&A context.’
Commenting on his appointment, Danny said, ‘I am excited about this opportunity to present the market with a full service transfer pricing team that is independent of audit issues and enjoys Freshfields’ strength in depth and international reach.’
‘Freshfields has an enviable reputation for the technical quality of its corporate tax advice. The synergy of post-graduate transfer pricing economists with specialist tax, IP, corporate and competition lawyers will provide our clients with a comprehensive transfer pricing service including planning, valuation, compliance and defence.’
Profile: Danny Beeton
Formerly a lecturer at the University of London with a PhD in economics, Danny has spent the last 10 years at Grant Thornton, most recently as head of transfer pricing for the business adviser and also chairman of Grant Thornton’s European and global transfer pricing committees. Before Grant Thornton he was involved in international management consulting at one of the Big 4 accountancy firms.[/private]
Ernst & Young LLP has announced that Frank Y. Ng has joined the firm in the Tax Controversy and Risk Management Services practice.
Ng most recently served as [private]the Commissioner of the Large and Mid-Size Business (LMSB) division at the Internal Revenue Service (IRS).
“Frank is a deeply respected tax professional who spearheaded some of the most significant changes at the IRS in recent years,” said Kate Barton, Ernst & Young LLP Americas Vice Chair – Tax Services. “Global tax policy and controversy matters have become increasingly challenging for our clients. Countries around the world are making tremendous progress in improving their enforcement capabilities by collaborating with tax administrators in other nations. We are very fortunate to have both Frank and his LMSB predecessor Debbie Nolan in our National Tax practice to work with our clients as they navigate this complex environment and comply with global tax laws.”
A 35-year IRS veteran, Ng brings a broad background of experience in corporate and international tax administration matters to Ernst & Young LLP. In 2006, he was appointed as the first Deputy Commissioner (International) in LMSB, serving as the U.S. Competent Authority administering U.S. tax treaties and oversight of international compliance programs. From 1994 to 2000, he held the roles of Tax Attaché in Tokyo and Chief, Tax Treaty Division, Assistant Commissioner (International).” In 2007, he assumed the role of Commissioner, LMSB division, succeeding Debbie Nolan. During his career with the IRS, Ng was instrumental in leading the Compliance Assurance Process development team as well as spearheading the development of other pre-filing and alternate dispute resolution processes.
Ng holds a bachelor’s degree in Accounting from Arizona State University, Tempe and a master’s degree in Public Administration from the University of Southern California, Los Angeles. He received the Presidential Rank Award for Meritorious Service in 2005.[/private]
DLA Piper has announced that two economists have joined its Amsterdam office as transfer pricing experts. [private] Ágata Uceda and Frank Schwarte have joined the tax group as economists.
Ágata joins DLA Piper from the Amsterdam office of KPMG where she worked for almost nine years, advising multinationals on the management, design and implementation of their transfer pricing policies. She has extensive experience in all aspects of transfer pricing planning, dispute resolution and compliance, and has managed a wide range of assignments covering economic, management and fiscal aspects of transfer pricing. Ágata’s has extensive experience advising pharmaceutical and chemicals companies, but has also undertaken projects for high-tech and software, food and general industrial multi-nationals. Earlier in her career, Ágata spent two years in industry working as a consultant at the World Trade Center in the US and subsequently at the Argentinean Ministry of Economy in Los Angeles.
Frank also joins from KPMG where he worked as part of Ágata’s team. He specialises in transfer pricing, preparing transfer pricing documentation, defending clients in transfer pricing tax audits, and advising on the transfer pricing aspects of valuations and business restructurings. Frank’s main area of expertise is financing transactions, including interest rate analyses, spread analyses for intermediate financial services companies, debt capacity analyses and guarantee fees.
Ágata and Frank join the global transfer pricing team within the Tax group, and will work closely with co-heads of the US Transfer Pricing team, Bernhard Von Thaden and Clarke Norton. Their arrival brings the total number of economists within DLA Piper’s Transfer Pricing team to ten.
Roderik Bouwman, Head of DLA Piper’s EMEA Tax Practice, said:
“I am delighted that Ágata and Frank will be joining us. Their considerable experience and expertise further strengthens our capabilities, both in terms of our tax practice across EMEA and, more specifically, our international transfer pricing team. Having a global team of experienced lawyers, tax advisers and economists enables us to address the full range of issues faced by our multinational clients in a cost-effective manner, wherever they do business.”
Frank officially joined DLA Piper on 8 June; Ágata joined on 15 August 2009.[/private]
Bloomsbury Publishing Plc (“Bloomsbury”) has announced that it has entered into an agreement to acquire Tottel Publishing Limited (“Tottel”), an independent professional and academic publisher in the UK and Ireland. The offer to acquire the entire share capital of Tottel “debt free” will be satisfied by a cash consideration of £9.96m and upon completion Tottel Publishing Ltd will be renamed Bloomsbury Professional.
For the 12 month period ended 28 February 2009, Tottel generated revenue of £6.25m, operating profit of £0.93m and EBITDA of £1.19m (which included acquisition goodwill of £0.249m). The gross assets of the business at that date were £3.58m. Tottel was founded in 2004 and employs 27 people. The acquisition is expected to be immediately earnings enhancing.
Bloomsbury has identified academic and professional publishing as a growing niche sector. The proposed acquisition of Tottel fulfils a strategic objective of Bloomsbury in pursuing opportunities in this market and follows from the acquisitions of Methuen, Berg Publishers, and The Arden Shakespeare and the set up of Bloomsbury Academic. Bloomsbury now has a solid platform in this sector and will continue to expand by exploring further strategic acquisitions.
Tottel is the leading independent publisher in its field, and produces an extensive range of books, journals and loose-leaf services for academics and students as well as for lawyers, accountants and tax advisers in private practice and business. Its list includes many authoritative titles which have been market-leaders for many years, including Powers and Harris: Clinical Negligence, Parker’s Modern Wills’ and Rayney’s Tax Planning for Owner Managed Companies as well as Irish Conveyancing Precedents and The Irish Constitution and, in Scotland, the Court of Sessions Practice. It has had great success with recent new publishing initiatives, including its Core Tax list.
Much of its revenue is subscription-based and in dynamic and fast-moving areas, making its information ideal for online delivery. The company already has a number of valuable online agreements in place, and will be seeking to build on these as it migrates its revenue online over the next two to three years. It already has an extensive e-book programme.
Nigel Newton, Chief Executive of Bloomsbury, said: “The acquisition of Tottel is a further and important step in the development of our academic and specialist publishing activities, with the added benefits that come from developing a robust presence in the professional sector. Subscription-based businesses such as this are fundamentally sound, and these particular markets have significant online potential which we can help to unlock. Tottel has a strong team that has built a high quality list and strong market presence. Tottel’s Director’s Jim Smith and Sarah Thomas are two of the most experienced and entrepreneurial publishers in UK professional publishing, and I’m delighted to welcome Jim Smith, Sarah Thomas and the Tottel team to Bloomsbury.”
[private]On July 30, 2009, attorney Jeffrey M. Verdon and Professor Jerry Hesch from Jeffrey M. Verdon Law Group, LLP joined Oshins & Associates, LLC, to create one of the largest and most experienced estate planning and asset protection practices in the US.
Jeffrey M. Verdon, Of Counsel at Oshins & Associates (also Managing Partner at Jeffrey M. Verdon Law Group, LLP), has specialized in estate and income taxation planning, and asset and lifestyle protection planning for high-net-worth clients across the United States since 1979, and is regarded as one of the country’s pre-eminent attorneys in offshore asset protection planning. Mr. Verdon will be managing the firm’s offshore asset protection cases.
“My firm has worked with Oshins for many years establishing Nevada entities for our clients. The addition of the Nevada office of the Oshins firm will now enable us to offer a full spectrum of estate planning services for all sized estates—from basic estate planning to sophisticated tax planning and asset and lifestyle protection strategies for the larger estates.” – Jeffrey Verdon
Jerome (“Jerry”) M. Hesch, former tax partner at Greenberg Traurig and tax planning consultant for lawyers nationwide, has joined Oshins & Associates as Special Senior Tax Counsel. One of the most well-respected tax lawyers in the country, he is a member of the American College of Trust and Estate Counsel (ACTEC), and is an Adjunct Professor at the University of Miami School of Law and Florida International University School of Law. Prof. Hesch will be focusing on developing creative solutions to the vexing tax problems that we expect under the Obama administration and its proposed changes in tax policies.
Oshins & Associates, LLC, a boutique trusts and estates and asset protection law firm with eight estate planning and tax attorneys, headed by nationally-known attorneys Steve Oshins and Richard Oshins, is known for its work in dynasty trusts and domestic asset protection, particularly Nevada Asset Protection Trusts.
“Joining forces with experts who specialize in offshore asset protection planning helps us broaden our offerings to clients, and we are honored to be working with arguably the country’s most reputable names in this specialist area.” – Steve Oshins
The addition of Mr. Verdon and Professor Hesch makes Oshins & Associates one of the largest and most experienced estate planning and domestic and offshore asset protection practices in the country. [/private]
CMS Albinana & Suarez de Lezo has announced the integration of a team of professionals headed by tax law and tax-procedural specialist [private]Felipe Alonso from the Madrid office of the international law firm Baker & McKenzie. With this
incorporation, CMS Albinana & Suarez de Lezo will reinforce its current team and give a strong strategic boost to its tax department.
Felipe Alonso will join the firm in September 2009 as managing partner of the Tax Department of CMS Albinana & Suarez de Lezo, working in coordination with Santiago Diez and a team comprising of 16 professionals between the Madrid, Seville and Marbella offices.
For the new managing partner, the integration in CMS Albinana & Suarez de Lezo will become a new phase and a new challenge after his experience of almost a decade in the international firm Baker & McKenzie in which he has worked during the last nine years.
Felipe Alonso possesses a wide experience in taxation. Among other acknowledgments, he is listed in The European Legal 500 and the Chambers Global, where he is recognised as “a tax expert providing high quality advice in procedures regarding procedural tax law”. Alonso is a Tax Inspector currently on leave of absence (1989) and has performed the position as general sub director of legal ordinance and legal assistance to the Spanish General Directorate for Tax
Inspection and Treasury Department.
“Personally it is an enormous satisfaction to form part of CMS Albinana & Suarez of Lezo, where we will contribute a strategic impulse to the area of taxation and, more concretely, to that of tax litigation, in a moment in which the business requires a greater specialization in a context of increase in the activity”, underlines Felipe Alonso.
For Cesar Albinana Cilveti, managing partner of CMS Albinana & Suarez of Lezo “for us it is a great pride to include Felipe Alonso and his group of professionals because they are the best option for our office; with him we incorporate a magnificent, highly qualified team with great experience and capacity to give our future and current clients more complete, in-depth advice”.
CMS Albinana & Suarez de Lezo in figures. In 2008, CMS Albinana & Suarez de Lezo invoiced EUR 19.65 million in transactions, which represents an 11.6% increase compared to the previous year, and shows the firm’s growth tendency in a year that was marked by economic difficulties.
The firm, led by Rafael Suarez de Lezo and Cesar Albinana Cilveti, is currently comprised of 80 attorneys, 18 partners, and –since 2005- is a member of CMS, the international organisation of the major European law firms, and the most important independent network in Europe. [/private]
