• Transaction Services

Transaction Services

Transaction advisory services are focused on providing detailed and deep knowledge about the target. This may serve the seller, the buyer or other interested parties.

We offer our clients advisory at each step of the transaction process, including:


Vendor Assistance

We work with you to prepare your company to find a new investor. We will investigate all important matters to be discussed with the potential buyers or their advisors. Our services include:

  • Identification of risks/issues which could be recognized in the transaction process by the potential buyers/financing institution and could be discussed with you during the negotiation stage
  • Providing solutions to the above issues to be implemented before the transaction
  • Preparation of the relevant documentation, i.e.: Teaser, Investment Memorandum, Management Presentation, etc.
  • Preparation of business plans, strategies, financial modeling, forecasts, etc.

Based on our experience we are able to provide significant support to you during the transaction process, thereby reducing your staff efforts without disturbing your day-to-day business.

 

Vendor Due Diligence

We understand how important it is to provide comprehensive data to potential investors, to attract them and to make the transaction process more effective and less time consuming. We know that the role of Vendor Due Diligence is becoming increasingly important in the transaction process.

Vendor Due Diligence offers a number of benefits for the seller, including increased control of the process, less disruption to the business and enhanced value. Vendor Due Diligence allows for better presentation of complex information, as well as for early disclosure of information, which lowers the initial diligence costs for the investors – this can increase the level of interest.

We will use our experience in Due Diligence and our existing knowledge of the business, to ensure that the company is presented in the most appropriate fashion, capitalizing on the opportunity to show the key drivers of value.

Our report and approach will be similar to that used on an acquirer initiated assignment to ensure that the output is comprehensive, objective, robust and credible.

Our vendor Due Diligence report will allow the investor to make a knowledgeable decision, which in fact can reduce the time necessary to finalize the transaction.

 

Financial Data Book

Financial data book is practical in the selling process and presents both historical and forecasted financial data for investors in a structured and compact way. In creating the financial data book, we help you to provide crucial financial data, as expected by investors.

 

Due Diligence

We support our clients in the Due Diligence stage by providing a full report that describes the business, or a red flag report dedicated only to deal breaker issues. Both reports can have an impact on your transaction and will help you in the final decision and in the preparation of transaction documentation.

We are of the opinion that Due Diligence is not a commodity – it needs an experienced and dedicated team. Therefore our approach is individually selected depending on the type of target, segment in which it operates and your special needs on which you would like us to focus.

In general, we review the target business and provide feedback to you with respect to risks related to financial/accounting/tax/legal or operating activities of the target, which could have a crucial impact on the success of the transaction.

We know how important it is to provide normalized EBITDA or working capital values that can impact the transaction value, as well as on synergies that can be generated in the future. For that reason we make sure that we understand your requirements and that our service fits into your transaction management process.

The above approach, along with our dedicated team focused on the transaction, can ensure that we are the right team to support you in this process.

 

IBR (Independent Business Review)

We understand that businesses can face liquidity problems caused by different issues. Our Independent Business Review is conducted closely with your organization based on the required scope provided and agreed with your financing institution. Our IBR report will describe in detail the problems that led to liquidity issues along with a review of the business. We will focus on the key issues which are important for your future cash position. Our diligence will be dedicated to assumptions of the business forecast - especially with regard to managing future debt. Our analysis will support you and your financing institution in future negotiations.

 

Data room support

In every transaction investors expect to receive a competently prepared data room that will give them all the data necessary to conduct the Due Diligence process. Such a data room can be provided in the physical way or as a Virtual Data Room. Regardless of the way in which the data room will be organized, it needs to include some type of data [management information, financial data, accounting data, etc.].

We know how time consuming it can be for your organization. Based on our knowledge we can support you in:

  • Deciding which form of the data room is the best for your situation (virtual or internal/external physical)
  • Deciding which documents need to be presented in each stage of the due diligence process [first stage, confirmatory due diligence]. This will include decisions on the most crucial and sensitive data for your business such as names of the crucial clients, etc.
  • Supporting you with the preparation of the documents that must be provided in the data room along with their processing to the data room
  • Supporting you with Q&A sessions according to the data room rules


SPA Advisory Services

We are able to support you in the drafting of the SPA documents or in providing comments as they are prepared by the other side.

SPA should reflect the results of a Due Diligence review on the buyer side, while at the same time securing the seller. We can support you in the different stages of negotiations, in particular with negotiation tactics, providing transaction structure along with tax optimization, establishing purchase price adjustment mechanisms/clauses, etc.