Herrington Carmichael aids acquisition of £36m t/o Gavin Jones

Professional landscape management specialists Gavin Jones became part of the Nurture Landscapes group on the 31st January 2018. Herrington Carmichael LLP acted on behalf of Gavin Jones and its 15 shareholders in selling the entire issued share capital. The Gavin Jones name will continue to trade as a wholly owned trading subsidiary of Nurture Landscapes Holdings.

The deal, which creates a £60million turnover group operating across public and private sectors in landscape maintenance, design and build, included the purchase of three subsidiaries of Gavin Jones – Sofnol, Turfsoil and Norris and Gardiner.

As part of the transaction both parties agreed that a separate trading subsidiary of Gavin Jones, Clifton Nurseries and its holding company, would be extracted from the group on completion of the sale. To facilitate the extraction, Clifton Nurseries was purchased by two of the selling shareholders who were issued with loan notes to the value of the company, these would then be redeemed simultaneously on completion of the sale. Herrington Carmichael were instructed to advise Gavin Jones on its pre-sales restructure, the due diligence process, the negotiation of the share purchase agreement and the consideration mechanism. With 15 shareholders, some active in the negotiations, Herrington Carmichael were also tasked with managing the information and reporting to all shareholders including the presentation of the final deal to the shareholders. This is the third M&A transaction over the last two years that has been undertaken by Corporate Partner Yavan Brar for the Group. Yavan Brar, Partner, Head of Corporate and Commercial Department.

“The transaction was complex, but carried out in a collegiate fashion and the team at Herrington Carmichael were well supported by the management team at Gavin Jones and the sensible and pragmatic positions taken by the Buyer and its advisers.

Herrington Carmichael LLP has coordinated three purchase and sale transactions for us in the last two years. The advice and guidance provided by the corporate team, led by Yavan Brar, has been well explained, commercially sound and supported by well drafted legal documentation. Yavan led the project for the shareholders coordinating not just the legal advice, but also the tax and financial advice.

The coordination of the tax advice and its clarity and application within the legal agreements commercially was of real benefit. Herrington Carmichael also provided advice on HR, property and dispute resolution issues. All legal advice, completions and support provided by Yavan and his team was first rate. The Herrington Carmichael team were exceptional and very well supported by a focussed and diverse team. When additional resources were needed it certainly felt that there were many willing hands to help.

Final costs were within what had been indicated at the outset, and we wouldn’t hesitate in recommending Herrington Carmichael. The confidence Herrington Carmichael gave us all in making decisions and negotiating on our behalf, in what is a difficult period, was tremendous.” – Will Clark, Managing Director and Part owner at Gavin Jones Ltd.

To discuss this deal or any other enquiries contact info@Herrington-Carmichael.com or call us on 0118 977 4045 and we will be delighted to assist you.


Yavan Brar
Managing Partner, Head of Corporate
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This reflects the law and market position at the date of publication and is written as a general guide. It does not contain definitive legal advice, which should be sought in relation to a specific matter.

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