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A&O advising TP ICAP on its acquisition of Liquidnet

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Besen Stephen
Stephen Besen

Partner

New York

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Hough Richard
Richard Hough

Partner

London

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Bloch Michael
Michael Bloch

Partner

London

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Hendrickson Jeff
Jeff Hendrickson

Partner

London

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Jebb Brian
Brian Jebb

Partner

New York

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Image of Jodi Norman
Jodi Norman

Partner

Dubai

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Randall Elizabeth
Elizabeth Randall

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London

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09 October 2020

A team of lawyers across New York, London and Dubai is advising TP ICAP plc (“TP ICAP”) on its acquisition of leading global electronic trading network Liquidnet Holdings, Inc (“Liquidnet”) for a consideration of between USD575 million and USD700 million. The consideration comprises USD525 million in cash, USD50 million of deferred consideration in the form of vendor loan notes and up to USD125 million in the form of an earn-out. The transaction is expected to complete in Q1 2021.

TP ICAP is the world's largest inter-dealer broker and acts as an intermediary between sophisticated market participants who are seeking to buy and sell financial products in markets where there are no centralised exchanges or market makers, such as over-the-counter or bond markets.  Liquidnet connects buyside clients to liquidity in the equity and fixed income markets through its electronic trading ecosystem. Liquidnet represents a transformational opportunity for TP ICAP to diversify its business mix, accelerating its progress towards its development goals.

The acquisition will create a UK-headquartered, global financial markets infrastructure provider. The enlarged group will be well-positioned to benefit from powerful market structure trends related to buyside objectives, such as achieving trade process efficiency and best execution, which are propelling the rapid electronification of financial market trading across multiple asset classes and, in particular, in the dealer-to-client segment of the Credit and Rates markets.

Allen & Overy’s expertise in financial institution M&A played an important role in the transaction. The team involved specialists from across the U.S. and U.K., advising on M&A, equity capital markets and regulatory matters to address the cross-border complexities of this transaction, which included structuring the acquisition to dovetail with TP ICAP’s previously announced intention to reorganize its corporate structure, on which A&O has also been advising.

Philip Price, group general counsel, TP ICAP commented: “The execution of this transformational deal could not have been achieved without Allen & Overy’s support and assistance across multiple jurisdictions and practice areas. We are delighted to be working with the firm again on another significant transaction for TP ICAP.”

Stephen Besen commented on this transaction: “This deal is a strategically important one for TP ICAP that we were very happy to assist with, and a great example of our transatlantic capabilities for financial institution M&A.”

The A&O team was led by New York M&A partner Stephen Besen and London M&A and TP ICAP relationship partner Richard Hough. ICM partner Jeff Hendrickson and Corporate partner Michael Bloch, both based in London, provided equity capital markets advice. Partner Brian Jebb in New York advised on employment-related aspects and partner Jodi Norman in Dubai led the global regulatory team advising on the transaction.