Deals and Transaction Services

We advise clients on all aspects of their debt and capital needs, helping borrowers and shareholders alike to achieve their financing objectives. We advise across the cycle – be it raising finance to support a growth strategy, refinancing existing debt facilities, realising value for shareholders through a recapitalisation or advising and raising capital in situations involving financial stress.

In any transaction, the Sale and Purchase Agreement (SPA) represents the outcome of key commercial and pricing negotiations. Purchasers and Sellers are becoming increasingly sophisticated in seeking to exploit the potential value to be gained through the negotiation and execution of the SPA.

Our team provides expert support at all stages of a transaction from pre-deal work through to post-completion support. Pre-deal, the team assists in the identification and articulation of value issues related to pricing and deal completion mechanics, to assist clients in their SPA negotiations; Post-deal the team assists clients in protecting or generating value through the execution of any SPA completion mechanism.

Most of the deals we work on use a Completion Accounts mechanism to adjust the purchase price at completion. Although the principles behind completion accounts may seem simple, they are often a source of conflict as parties differ in their interpretation of the SPA or have opposing views about accounting treatment, which affects value.

We help clients to anticipate and address issues arising from Completion Accounts and achieve a favorable outcome.

We help our clients with:

• Feasibility study preparation and reviews
• Business & equity valuations
• Property, plant & equipment values and impairment tests
• Business planning including value driver identification & forecast analysis
• Financial modelling and model reviews
• Option valuation & financial instruments
  
• Purchase price allocation

Where businesses are underperforming, in distress, or in crisis, we provide tailored business review services either for financial stakeholders or for the business itself. Our analysis evaluates the fundamental viability of the company and serves as a platform for finding solutions among stakeholders (lenders, management, shareholders, etc.).

Key activities:

• Reviewing the historical and forecasted performance of the business
• Reviewing the current financial position and short-term liquidity forecast
• Helping the company identify and quantify reasons for its underperformance
• Providing lenders with a transparent view of the company’s situation
• Setting out potential options available to stakeholders
• Determining prerequisites for the long-term viability of the business under prevailing market conditions 

In times of liquidity crisis, we are ready to assist management to propose, manage and implement the so-called “quick wins” in releasing funds tied in working capital. We have extensive experience in optimising and managing working capital across multiple industries.

Key activities:

• Release of tied resources from individual components of working capital – “cash conversion cycle”
• Preparation of a comparative analysis of the company’s working capital parameters vis-à-vis a group of similar companies and identification of opportunities for improvement ("benchmarking")
• Performing a diagnostic review to identify “quick wins” and longer-term working capital improvement opportunities
• Implementation of long-term measures to improve liquidity

Assuming that the company knows the causes of its decline in performance or the crisis, it can react by preparing and subsequently adopting the necessary measures. If the situation allows for an out-of-court solution in the form of financial restructuring, we assist companies in designing and implementing a restructuring plan.

We help the company reach alternative refinancing options for dealing with its existing debt, and we also design and implement restructuring of the balance sheet, optimise the capital structure, and obtain new financing options.

If you become aware that your subsidiary business, autonomous business unit facility, branch or brand is underperforming, we are able to help you recover optimal value. We work with you to identify the issues and evaluate the options available and assist in implementing the chosen approach (e.g. sell, fix and sell, or wind-down). We can also help you identify and manage the risks inherent in the process. The planned outcome will be an increase in shareholder value by selling, restructuring, closing, or winding down the underperforming business or subsidiary.

We aim to avoid the ’fire-sale’ scenario. “Fix and sell” is a preferred exit route where we combine our turnaround and disposal expertise to maximise the value of the transaction. We may even consider expanding the business by merger or acquisition if this can add to the eventual resale value.

Controlled exit - we would gradually shut down operations over an agreed upon timeframe, while finishing existing orders, selling assets and maximising the collection of receivables. Sometimes, however, the best strategy may be to terminate the company’s activities as soon as possible.

Our services in the area of NPLs are primarily focused on the evaluation of loan portfolios and the sale of such portfolios or individual loans. We advise banks and other financial institutions on the disposal of non-performing loans. Our services include conducting financial due diligence, preparing information memoranda, asset valuations and disposal options. We identify potential investors, and facilitate sales negotiations and deal completion. For portfolio investors, we offer comprehensive advice on the buying process and detailed due-diligence of the portfolio.