Global law firm Herbert Smith Freehills has advised Aquiline Capital Partners LLC ("Aquiline") on its Series-E minority investment in Smart Pension Limited ("Smart"). Aquiline led the round of growth capital funding, with over £75 million ($95 million) raised in aggregate.
Aquiline is a private investment firm founded in 2005 based in New York and London. Aquiline invests in businesses across financial services and technology, healthcare and business services, with approximately $9.6 billion in assets under management as of December 2022.
Smart is a UK-based pensions and retirement fintech business which was founded in 2014 by entrepreneurs Andrew Evans and William Wynne in anticipation of the United Kingdom's roll out of mandatory workplace pension auto-enrolment. Smart provides bespoke Platform-as-a-Service technology to large corporates and acts as the trustee of the Smart Pension Master Trust, one of 'the big four' auto-enrolment master trusts in the United Kingdom, which manages pension fund assets for over a million of Smart's clients' employees. Smart has over £5.5 billion in assets under management as of May 2022, which is expected to increase to £10.5 billion by end of June 2023 following this funding.
Smart's existing investors who also participated in the round include Chrysalis Investments, Barclays, Fidelity International Strategic Ventures, DWS Group and Natixis Investment Managers. This funding will help accelerate Smart's investment in Keystone, its proprietary workplace retirement savings technology platform, as well as strengthen Smart's global expansion plans and finance a number of near-term acquisitions.
The Herbert Smith Freehills team was led by partners Joseph Dennis and David D'Souza, assisted by associates Claudia McEwen and Freddy Bouttell, trainee Hannah Marsh and paralegal Mila Rubinfeld.
Joseph Dennis said:
"We are delighted to have advised longstanding client Aquiline on this important investment. As populations age and governments struggle with high national debt and large fiscal deficits, the responsibility to save for retirement is increasingly being pushed, by regulation, onto individuals and employees via the workplace. Smart is a global leader in retirement technology and, coupled with Aquiline’s deep experience in the retirement technology industry and the backing of its other top-tier investors, is well placed to transform retirement, savings and financial wellbeing. This is one of the largest financing rounds completed by a UK-based fintech this year, amid a more difficult financing environment, and is a vote of confidence in the UK’s fintech sector. It was a fantastic demonstration of our deep financial and pensions sector expertise, our strengths in growth capital and ability to execute complex transactions across the full private capital lifecycle. Congratulations to the Aquiline team and to Will, Andrew and the broader Smart team."
Charles Janeway of Aquiline added:
“Aquiline is proud to be the lead investor in the Series E funding round for Smart. We had strong support from the exceptional team at Herbert Smith Freehills, who worked closely and collaboratively with us to achieve a great outcome on an accelerated timetable.”
Specialist support was provided by Samantha Brown, Tim Smith and Jessica White (Pensions), Nick Pantlin, Terence Lau and Abigail Foster (TMT), Marina Reason, Ioannis Asimakoupolos and Alison Cheung (Financial Services Regulatory), Jonathan Turnbull, Jess Welborn and Kate Peck (IP), Miriam Everett, Angela Chow and Alice Bourne (Data Protection), Susannah Cogman and Eamon McCarthy-Keen (Compliance & Ethics), Nick Wright and Hannah Gould (Employment), Mark Ife and Scott Miller (Incentives), Aurell Taussig and James Tryfonos (Tax), Jeremy Walden, Alice Holmes and Sabrina Ellahi (Real Estate) and Will Nevin and Millie Bidwill (Finance).
International support was provided by Herbert Smith Freehills offices in Australia, Dubai, Hong Kong and Spain.
Lazard acted as financial adviser to Smart in relation to the Series E funding round. Perella Weinberg acted as financial adviser to Aquiline.