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Trowers & Hamlins lays groundwork for Cambian’s flotation

Trowers & Hamlins lays groundwork for Cambian’s flotation

Trowers & Hamlins is pleased to have advised Cambian, the UK's largest specialist behavioural health service business, on its pre-flotation mergers with Care Aspirations and Advance Childcare and flotation on the London Stock Exchange.  The company, which was valued at approximately £530 million (or 13x 2013 Adjusted EBITDA), commenced unconditional trading on 16 April 2014.

Trowers & Hamlins played an integral part in laying the groundwork for the public listing, including assisting in devising the merger and structuring plan, preparing the documentation necessary to effect the wider group mergers, and liaising with each of the corporate groups across a number of jurisdictions, as well as current and ex management teams, to ensure the merger was effected on time and in accordance with the agreed steps.  In addition, Trowers & Hamlins' knowledge of the wider Cambian Group through its "Outsourcing the Company Secretary" model formed an integral part of the diligence undertaken on the flotation, and the parties were able to draw upon the archived corporate memory the model delivers.  

Trowers & Hamlins has acted for Cambian since it was established by the healthcare specialist private equity fund GI Partners – also a long-standing client of the firm – in 2004.  In addition, the firm advised GI Partners on the acquisitions of Care Aspirations in 2008 and Advanced Childcare in 2011, both of which were merged with Cambian prior to the company going public.  

Trowers & Hamlins has advised Cambian and Advanced Childcare on all of their add-on acquisitions, the most recent being the acquisition of three Mencap further education colleges.  

Saleem Asaria, chief executive of Cambian, commented:  “Cambian’s vision is to be the highest quality provider of specialist behavioural health services to children and adults.  Becoming a listed entity allows Cambian access to a permanent source of capital to facilitate this ambition.  We are grateful to Trowers & Hamlins for their legal advice and guidance over the last ten years as we prepared for this float."

Alfred Foglio, the Managing Partner from GI Partners, added:  “The service received from Trowers & Hamlins by Cambian and GI Partners over the past ten years has consistently exceeded our expectations.  They are experts in this industry and we appreciate their guidance and advice.”

Tim Nye, Corporate partner at Trowers & Hamlins, added:  "We are very pleased to have advised Cambian and GI Partners on building up the business in the run-up to this public listing.  This is the first healthcare services flotation in the UK in five years and demonstrates the growth the healthcare sector is experiencing.  Specialist care services, such as those offered by Cambian, are in high demand and with this new capital the company is well placed to take advantage of the market upswing." 

Private equity and care specialist Tim Nye advises GI Partners and Cambian together with senior partner Jennie Gubbins and senior associate Alison Chivers.

Trowers & Hamlins' private equity team comprises dedicated transactional, debt finance and fund lawyers (including specialists in Shari'ah-compliant structures and financing products) with expert support in corporate tax, competition, real estate and pensions law.  The firm also has a dedicated, cross-departmental Health and Social Care group which advises clients involved in care service provision, including investors, service providers, commercial operators, charities, and NHS trusts. 

Cambian was founded in 2004 and employs approximately 6,000 people across 23 schools, 35 hospitals, 188 specialist homes and three fostering offices.  The company offers specialist behavioural health services to children and adults with autism, learning disabilities, mental health issues and challenging behaviour.  It is also the largest provider of residential care to looked-after-children in the UK.