Insights from Ashurst

• Stub equity is where unlisted (or listed) shares in the bid vehicleor its holding company are offered as an alternative consideration to cash
• Existing target shareholders can therefore choose to ‘roll over’ some or all oftheir investment and be exposed to future upside in the target or sector
• Stub equity offers bidders an alternative route to control and has proved a useful tool for private equity bidders and other financial sponsors to reduce their funding requirements (particularly in times of higher financing costs), incentivisesupport for founders or management shareholders and expand the consideration options when bridging valuation gaps

Will Pearce, Partner, Davis Polk

Will is a partner at Davis Polk and is head of our Europe practice and leads our M&A practice in London. He advises corporate, private equity and investment banking clients on domestic and cross-border private and public M&A, takeovers and mergers, and securities offerings and listings, as well as on corporate governance, shareholder activism and restructuring matters. With over 25 years’ experience of advising on the UK’s Takeover Code and Listing Rules, Will has been recognized as a leading lawyer for both corporate/M&A and equity capital markets, and named as a “Dealmaker of the Year” by the American Lawyer and The Deal, an “MVP of the Year” by Law360 and one of Europe’s most influential lawyers by Financial News.

Patrick Sarch, Partner, Head of UK Public M&A, White & Case

Patrick Sarch is a partner in the global M&A and Corporate practice team based in London, leading the UK Public M&A practice. With 30 years of experience, Patrick is a trusted adviser to boards of UK and international listed companies, financial institutions, and investors. His expertise includes corporate finance, cross-border public company M&A, the Takeover Code, securities law, and capital restructuring. Patrick also has a strong "activism" practice and experience in sectors such as financial services, retail, technology, and consumer businesses. Patrick has advised on many record deals, market “firsts” and developed creative structures and solutions for all parties to takeovers.

David Avery-Gee, Partner, Weil

David Avery-Gee is Co-Managing Partner of Weil’s London office and leads its M&A practice in London. He is one of the most well-known strategic advisers on boardroom issues to corporate clients, and he has extensive experience advising on some of the most high-profile M&A transactions. David is regularly recognised and ranked as a top dealmaker for European M&A transactions.

David has advised on numerous cross-border mergers, joint ventures and capital raisings across a range of industries and jurisdictions, particularly in natural resources and energy, where David is widely regarded as one of the leading names in the sector. David’s experience includes acting on numerous public takeovers, public to private transactions, distressed M&A and the corporate aspects of restructurings.