- Strategize: beginning with the end in mind we could assist you to formulate your needs and find partners that best suit those needs.
- Organise initial meetings with potential targets.
- Coordinate subsequent logistics of your internal experts as well as those engaged by you on transaction teams.
- Analyse scenarios, and develop a transaction and bid framework.
- Model and evaluate
- Develop an integrated cash flow model incorporating a medium-term forecast of the financial position and operating performance of the Target.
- Perform a valuation of your company using alternate methods and coordinate a value range for initial bid assessment.
- Evaluate sensitivities to changes in assumptions.
- Incorporate potential synergies.
- Prepare and negotiate
- Assist you in preparing an initial Letter of Intent or Draft Term Sheet with the potential Target(s) and their Shareholders.
- Advise in the negotiation process with the potential Target.
Due diligence preparation and support
- Assist in the selection of appropriate advisors
- Set the due diligence framework in accordance with the Term Sheet
- Coordinate the due diligence process, the internal team and the external advisors
- Support in identifying key risk areas in financial, tax, legal, operational, commercial or other aspects of Target operations or corporate structure
- Identify “deal breakers”, price adjusting matters and matters to be resolved pre-closing or immediately post-transaction
- Assist in formulating Conditions Precedent for Binding Offer, Share Purchase Agreement and/or other definitive agreements
- Financial structure
- Assist in the evaluation of the necessary funds as well as the need for external financing
- Identify appropriate providers of financing given the nature and structure of the Transaction
- Communication and negotiation
- Test the interest of agreed debt providers
- Summarise key achievable metrics
- Advise on Term Sheets with selected debt provider(s)
- Partake in strategic or tactical discussions and support in formulating negotiation positions and approaches
- Support you in face-to-face meetings with the Target, their Shareholders or advisors, including act as moderator
- Design suitable solutions allowing minimization of transaction conditionality while ensuring risk mitigation
- Closing assistance
- Support your legal advisors to incorporate terms agreed in the negotiation phase in the Closing Transaction Documentation – Shareholders’ Agreement, Share Purchase Agreement or any other agreements leading to the Transaction.
- Act as liaison between advisors for transaction document inputs.