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🎲 Why private equity is betting on Boots

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If you take just one thing from this email…

Private equity firms like Sycamore buy struggling businesses at a low price, improve their operations, and then sell them for a profit. Sycamore is using this strategy with Walgreens Boots Alliance, planning to split it into three companies and sell them separately. This deal shows that even failing businesses can be valuable investments if the buyer has the right expertise and strategy.

EDITOR’S RAMBLE 🗣

I’ve got a challenge for you.

Say the following law firm names out loud:

  • “Dechert”

  • “Perkins Coie”

  • “Proskauer Rose”

  • “Weil Gotshal & Manges”

  • “Skadden Arps Slate Meagher & Flom”

How confident are you that you got them right?

Well, one lawyer’s put together a guide on pronouncing law firm names — it’s got the answers for those firms in audio clips you can listen to 👆️ 

If you’ve got an interview with one of them coming up, maybe it’ll be helpful.

- Idin

P.S. This guide is only for US firms. Reply to let me know if you think it’s useful to create something similar for UK firms — if it’s something people want, I’ll make it :)

🎲 Why private equity is betting on Boots

Winter Waiting GIF

What’s going on here?

Sycamore Partners, a private equity firm from the US, has agreed to buy Walgreens Boots Alliance (WBA) for $23 billion. WBA owns the US pharmacy chain Walgreens and the UK retailer Boots.

This deal is a "take private" sale. Right now, WBA is a public company listed on the Nasdaq, a stock exchange in New York. If the sale goes through, WBA will become a private company.

How does Sycamore make money?

Sycamore is a private equity fund that mainly invests in retail and consumer businesses.

Here’s a quick explainer on how private equity works 👇️ 

@littlelawnews

Private equity explained simply (by a corporate lawyer) #uklawyer #commerciallaw #lawyersoftiktok

Their strategy is to buy retail companies for a low price. For example, they bought the office supplies chain Staples for $7 billion in 2017.

Once they’ve bought a business, they cut costs and work with management teams to make these businesses more profitable.

Then, they try to recover their investment quickly by selling parts of the business.

Why did Sycamore buy WBA?

Over the past decade, WBA’s market capitalisation (the total value of its shares traded on the stock market) has dropped by 90% — this made WBA a great deal for Sycamore.

Sycamore plans to split WBA into three separate companies:

  1. Boots (UK-based retailer)

  2. Walgreens (US-based retailer)

  3. Shields Health (specialty pharmaceutical business).

Eventually, Sycamore plans to sell these businesses for a profit.

WBA had tried to sell Boots before, but buyers were put off by its large defined benefit pension scheme for employees.

Boots later transferred this scheme to the financial services firm Legal & General. Now that this issue is resolved, Sycamore may have a better chance of selling Boots.

🤔 Why are defined benefit pension schemes a problem for buyers? 

A defined benefit scheme is a pension scheme that promises to pay employees a fixed income after they retire, based on their salary and years of service.

These were once common, but most companies now use defined contribution schemes, where employees build their own pension pots.

These schemes can be very expensive and unpredictable. If the pension fund doesn’t have enough money to meet future payments, the company must cover the shortfall, which can cost millions or even billions.

A buyer who takes over the company inherits this pension obligation, meaning they could face huge unexpected costs in the future.

What happens next in the sale?

🗳️ Shareholder approval: WBA shareholders need to approve the sale before it can go ahead. A majority of shareholders must vote in favour.

⏳ 35-day go-shop period: For 35 days, WBA can look for other buyers who might offer a better deal. This is to ensure shareholders get the best possible price.

Final steps: If shareholders approve the sale, no better offers come in during the go-shop period, and regulators give the green light, the deal is expected to close by the end of 2025.

Which law firms are involved?

There are different firms working on this deal.

Both WBA and Sycamore have two legal teams: one for general deal negotiations and another for handling healthcare regulations.

WBA’s legal team:

  • Kirkland & Ellis (transaction advice)

  • Ropes & Gray (healthcare regulations).

Sycamore’s legal team:

  • Davis Polk (transaction advice)

  • Bass, Berry & Sims (healthcare regulations)

How can you use this in your applications?

Sycamore’s approach shows that struggling businesses can sometimes be smart investments. Buying a company at a low price and improving how it operates can be a profitable strategy.

In case study exercises or interviews, you could be asked to advise a client on which business they should acquire.

In that scenario, don’t dismiss the idea of buying a struggling business.

Instead, think about:

  • 🧠 Industry expertise: Does your client have specialist knowledge that could help turn the business around and fulfil its potential?

  • 🎲 Risk appetite: How much risk is your client willing to take in buying a failing business?

  • 📊 Competitive advantage: Could this struggling business help your client strengthen their position in an existing market?

In the right circumstances, buying a struggling business could be a great move (you’d get it for cheap).

The buyer could then improve it and keep it or sell parts of it for cash — just like Sycamore hopes to do with Boots and Walgreens.

A BIT OF FUN 😄

😭

IN OTHER NEWS 🗞

  • 🏗️ Another law firm is heading to Saudi Arabia. The law firm Pinsent Masons just opened a new office in Riyadh, adding to its Middle East presence in Dubai, Abu Dhabi, and Doha. The move is all about tapping into Saudi’s Vision 2030 — a massive plan to diversify the economy beyond oil. If you’re interested, we wrote about why law firms are moving to Saudi Arabia.

  • 🇺🇸 Donald Trump is going after two major law firms. The US president just signed an order blocking Perkins Coie’s lawyers from holding security clearance, which means they can’t do government work anymore. The reason? The firm has ties to the Democrat party and represented Hillary Clinton in 2016. This isn’t new — last month, Trump did the same thing to Covington & Burling for advising the special counsel who charged him over the Capitol riots.

  • 📈 Big changes might be coming to London’s AIM market. Industry leaders want to rebrand the market as the Global Growth Exchange to attract more small businesses looking for funding. AIM, a sub-market of the London Stock Exchange, already offers a more flexible way for smaller companies to go public. But with more firms choosing to list elsewhere (like in the US), the rebrand is an effort to keep London competitive.

  • 🏢 US law firms are cracking down on remote work. The US offices of Paul Weiss told their lawyers to be in the office at least four days a week, joining firms like Davis Polk, Weil, and Skadden, which have already made the move. Will London follow? Some firms, like Slaughters and Addleshaw Goddard, have already warned lawyers to stick to their three-day policies.

AROUND THE WEB 🌐

STUFF THAT MIGHT HELP YOU 👌

  • 📹️ Free application help: If you're applying to commercial law firms, check out my YouTube channel for actionable tips and an insight into the lifestyle of a commercial lawyer in London.

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