Following the acquisition of the business Episerver by Insight Venture Partners for $1.16bn in September 2018, we were asked by the management team of the acquisition vehicle – Epsilon Topco Limited – to advise on a proposed new Management Incentive Plan by the new owner, Insight.

Key highlights

  • We built a strong track record of providing Episerver with sound remuneration advice prior to the acquisition.
  • The new Management Incentive Plan was rolled out in multiple jurisdictions - US, UK, Sweden, Germany, and Denmark.
  • We advised management on the legal, tax, valuation, loan terms and equity incentive aspects of the Management Incentive Plan.

Outcome

The new Management Incentive Plan was to be rolled out to senior managers in multiple jurisdictions (US, UK, Sweden, Germany, Denmark) and, depending on seniority, comprised different types of share award – options or restricted shares – both with different or no types of performance targets.  Another feature of the Management Incentive Plan was that where applicable participants were to be loaned the acquisition cost for their MIP shares.

Our role was to advise management on the legal, tax, valuation, loan terms and equity incentive aspects of the Management Incentive Plan and to negotiate with Insights' lawyers on the terms. .  Once negotiated we then proceeded to work with Willkie Farr to roll-out the plan.