Hogan Lovells trainee Alex Cox was on the team acting for SABMiller in its acquisition of Meantime. He tells Legal Cheek Careers what it was like
Legal Cheek Careers: Craft brewers often view themselves as renegades fighting the established brewing order. So it must have been interesting to represent a brewing industry giant that was acquiring one of these plucky upstarts.
Alex Cox: Meantime was one of the first craft brewers to arrive on the scene, being founded in 1999 from a former tramshed in Greenwich. In that time it has grown substantially and at the time of its acquisition last month had 70 employees and was being run by a chief executive, Nick Miller, who had actually joined in 2011 from SABMiller.
The company prides itself on the quality of its beer, and also on combining different beer styles and ingredients from around the world with a distinctly local identity. The two companies complement each other really well in this sense – SABMiller is a global, but the great majority of its brands are very locally targeted.
LC Careers: How did your involvement in the transaction begin?
AC: I was doing the final seat of my training contract in Hogan Lovells’ corporate department and Phoebe Kirk, the associate on the deal, asked if I’d like to be involved. I’m huge fan of beer, so naturally I jumped at the opportunity — and for the next seven weeks this was the main transaction on which I was working.
LC Careers: What was your role?
AC: It began with me coordinating the internal specialists — i.e. the lawyers in our other teams, such as real estate and IP — who would be working on the deal. After that the bulk of my time was spent doing due diligence, such as reviewing the share holders’ register and making sure that it lined up with Companies House data. With Meantime having so many private shareholders — including family and friends of founder Alastair Hook and employees — it was fascinating to see how the transaction would affect people.
As time went by, there were lots of documents to be drafted, both by us and DLA Piper, who were acting for the main selling shareholders. I would produce the first draft of small ancillary documents, such as board minutes, which were then reviewed by either Phoebe, of counsel Karla Dudek or Andrew Pearson, the partner on the deal. I’d also have the first stab at reviewing documents produced by the other side.
Finally, I was tasked with researching a couple of unusual points of law that came up, particularly around the wording of certain clauses in key documentation, which assisted the team with negotiating on these points.
LC Careers: Were there any stressful moments?
AC: At times lots had to be done in a short space of time. For example, in the lead up to signing the deal we had to make sure all the relevant documents were printed out and in the right room at the right time. It was exciting, because we were almost there, and the adrenaline was flowing.
In terms of the rest of the deal, it was very up and down in terms of hours. Sometimes it was relaxed and it was a case of heading off home between six and seven in the evening. At other times the work required you to stay later. But everyone was always very grateful when you did, and, to be honest, in the close knit environment of our team and the in-house team at SABMiller, you just wanted to do everything you could to help out.
LC Careers: What was the most memorable aspect of those seven weeks?
AC: The closing of the deal was pretty amazing. There was jubilation among the shareholders, and it really was quite a milestone for them and the company. And there was also this sense of excitement about the future. SABMiller is going to run Meantime as a separate company with the same employees in place, which means that basically they can do what they were doing before with the scale and resources of a global brewer behind them.
After the signing we went for a tour of the Meantime brewery and then went bowling with the management teams from the two companies, which was a really nice way to finish the transaction.
LC Careers: What’s next for you?
AC: I qualify into Hogan Lovells’ litigation department in September. Hopefully I’ll be able to build on the relationships I developed with clients like SABMiller as a qualified solicitor.
Alex Cox is a trainee in Hogan Lovells‘ London corporate team.
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