Herrington Carmichael’s Corporate and Banking & Finance teams have advised Chester Rose on its acquisition of Bespoke Independent Financial Advisers Limited and the associated £4.9 million acquisition finance facility provided by OakNorth Bank.
The transaction marks another significant milestone in Chester Rose’s growth strategy and strengthens its position in the UK independent financial planning sector. Founded in 2020, Chester Rose provides tailored, holistic financial advice and wealth management services to individuals, families and business owners.
Working alongside corporate finance adviser Kinetix Corporate Finance, Herrington Carmichael’s Corporate and Banking & Finance teams helped deliver the acquisition and related financing package within an exceptionally compressed timetable.
The transaction
The acquisition involved the preparation and negotiation of a tailored share purchase agreement, disclosure letter and a suite of ancillary corporate documents. The Corporate team also assisted with the due diligence process, including reviewing the transaction data room and working closely with Kinetix Corporate Finance.
To support the acquisition and Chester Rose’s future growth, OakNorth Bank provided a financing package comprising:
- an initial debt facility of approximately £2.2 million;
- an additional accordion facility of approximately £2.7 million to support future growth;
- a comprehensive security package across the Chester Rose group; and
- a cross-corporate guarantee and stakeholder subordination arrangements, including in relation to an interest held by a Hong Kong-registered entity.
Herrington Carmichael’s role
Herrington Carmichael’s Corporate and Banking & Finance teams worked closely with Chester Rose throughout the transaction, providing integrated advice across both the acquisition and financing workstreams.
The firm’s work included:
- advising on and negotiating the acquisition documentation;
- supporting the due diligence exercise and reviewing the transaction data room;
- negotiating the debt facilities and financing terms with OakNorth Bank;
- structuring and documenting the group security package;
- managing stakeholder subordination arrangements and existing shareholder interests;
- advising on legal considerations arising from the group’s shareholder structure;
- implementing post-completion security requirements for the acquired business, including accession deeds, debentures and associated notices; and
- coordinating ongoing conditions subsequent following completion.
By taking a pragmatic and commercially focused approach, the team was able to progress negotiations efficiently, resolve issues quickly and keep all parties aligned throughout the transaction.
Delivering results under pressure
A standout feature of the transaction was the speed of execution. The financing process was completed in approximately three weeks from receipt of the first draft facility documents, enabling Chester Rose to achieve its commercial objectives within a highly compressed timeframe.
The acquisition and financing package provide Chester Rose with a strong platform from which to continue its growth strategy. The accordion facility also offers additional flexibility to pursue future opportunities as the business expands.
Richard Dunbabin, CEO of Chester Rose, said:
“It has been a real pleasure working with Alex Canham, Sam French and the wider Herrington Carmichael team again.
This acquisition and debt facility represent an important next step in our journey and demonstrate our ongoing commitment to building a firm not only of real scale, but also of real substance.
Herrington Carmichael’s extensive experience in the financial services sector, together with the team’s pragmatism and calm approach throughout the process, played an important part in helping this complex transaction reach completion. I look forward to working with the team again in the future.”
Ray Barrett of Kinetix Corporate Finance said:
“Alex, Sam and the team combine detailed financial services sector expertise with a pragmatic, commercially-minded approach. It was a pleasure working with them.”
Looking ahead
The transaction demonstrates Herrington Carmichael’s ability to deliver complex acquisition and financing projects within accelerated timetables, combining corporate, banking and finance expertise with a pragmatic and commercially focused approach.
Herrington Carmichael is proud to have supported Chester Rose at this important stage of its growth journey and looks forward to seeing the business continue to develop and thrive.
