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We have advised on the multi-million-pound buy-in management buy-out of the UK’s largest wholesale distributor of parts and components for the caravan and motorhome industry.

The deal has expanded the existing management team to bring in additional shareholder-directors with specific commercial expertise.

Derbyshire-based MRDB, which operates through its wholly-owned subsidiaries Miriad Products Limited and Liberty Leisure Limited, has sales in excess of £23m and has been supplying to original equipment manufacturers, converters and retailers of motorhomes and caravans for over 40 years. The organisation has built an unparalleled reputation for quality and service, with its vast product range offering a unique “one-stop-shop” for its business customers.

The pre-deal management team included Michael Ham, Richard Toon and Dave Elson. The three school friends, who joined the business in 1987 (then known as Russell Sales), progressed to complete a management buy-out in 1999. Shortly afterwards, they changed the company’s name to Miriad Products Ltd. Inspired by the first two letters of each of their first names, the company name was also indicative of their intention to supply a ‘myriad’ of products to the caravan and motorhome industry.

Brian Croshaw, another long-standing member of the team, was invited to become the fourth shareholder-director, therefore the company name was adapted to incorporate all four of the shareholders’ names becoming MRDB.

Under the direction of the four directors, MRDB now employs 60 staff in its Dove Valley headquarters and has delivered astounding year-on-year sales growth, from the pre-management buy-out level of £0.9m to over £23m last year.

To ensure the continued rapid growth of the business, the team decided to undertake a buy-in management buy-out to supplement their extensive industry experience with the broader commercial knowledge and expertise of a new chairman, experienced non-executive director and international funding partner.

Our corporate finance solicitors, Martyn Brierley, Rachel Bennett and William Bowler, provided legal advice to the existing shareholders.

Smith Cooper Corporate Finance worked with the existing management team to find the best partners to join the firm, subsequently introducing Keith Fleming as chairman and Steve Thornhill as a non-executive director.

Keith Fleming, who is the incoming chairman, brings a wealth of experience in strategic and operational leadership from previous roles in organisations such as Blacks Leisure Group, Kingfisher Plc (B&Q), Scottish & Newcastle and Woolworths Plc.

Steve Thornhill joins the board as a non-executive director. An entrepreneurial accountant with over 25 years’ experience, Steve has held a variety of finance and managing director positions, including being the financial director of a listed public company whilst also operating a firm in professional practice.

Duke Royalty Limited, the first UK quoted diversified royalty investment company, provided an innovative debt and equity financing solution for the buy-in management buy-out transaction, with NatWest Bank and RBS Invoice Finance providing additional facilities.

Commenting on the deal, managing director of MRDB Michael Ham said:

“We are delighted to be joined by Steve and Keith and to have the backing of our funders to take MRDB forwards to still-greater success. We have exciting plans and look forward to working with our new partners to make those a reality. The buy-in management buy-out was a long and complex process, but the teams from Smith Cooper Corporate Finance and Flint Bishop proved to be terrific choices for us. Both delivered strong commercial advice in a clear and decisive manner and showed enormous integrity and determination.”

Our Head of Corporate & Finance, Martyn Brierley, also commented on the buy-in management buy-out deal:

“It was great to work with the existing shareholders to secure value for them now, and in the future as they work alongside Steve Thornhill and Keith Fleming who have joined the company. We wish all stakeholders a prosperous future.”



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