Our core activity is the provision of specialist financial and strategic advice in one-off situations. For healthy companies, this typically means those infrequent situations where the company faces a major decision about its future direction, often relating to some form of corporate transaction. It may involve raising finance for a specific purpose, or some form of corporate acqusition or disposal, or maybe the combination of both. Whatever the circumstances of the transaction we provide support and advice to buyers and sellers in order to assist them in selecting the most appropriate strategic options.
Our services are totally focused on adding value for our clients. In the ordinary course of business, companies rarely experience events other than corporate transactions with such potential to either enhance or to destroy shareholder value. We consider the provision of expert support in these circumstances as critical in achieving the optimum result.
Our areas of expertise include:
- Raising finance
There are many different reasons why companies seek to raise additional finance. Typical reasons include:
- raising expansion capital for either organic expansion or for an acquisition
- repurchasing equity from exiting shareholders
- attracting additional equity to reduce high levels of leverage
- restructuring the maturity of the company's debt to one more appropriate for the business
- Business sale support
Selling businesses so as to maximise the financial returns to the owners, whether the owner is a company or private individual shareholders, is a specialist skill. The level of complexity is relatively high and small variations in the sale process can have a significant impact on the consideration received. Just some of the key factors to consider include:
- what are the key strategic considerations in the sale process – is it all about the price, or do other factors come into play?
- at what point in the business cycle is the best time to sell?
- what valuation should you be looking for?
- how do you prepare the business for sale so as to maximise the sale objectives?
- how do you protect the business throughout the sale process?
- who are the likely purchasers and how do we involve them in the process?
- what are the advantages of running a tender process against a negotiated sale?
- what representations and warranties should the vendor be reasonably expected to give?
- Business acquisition support
There can come a time in a company's development when organic growth is no longer sufficient to satisfy the shareholders. This can be because of the need to accelerate growth or, more defensively, because of poor growth prospects in the company's current sector. Either way, badly executed acquisitions can be highly damaging to shareholder value. The use of experienced external advisors in the acquisition process can assist in:
- setting the strategic objectives of the acquisition process and the acquisition criteria
- identification of acquisition targets
- making the initial approach on a "no-name" basis
- valuation of the target company
- structuring negotiations and the acquisition process
- assistance with the conduct of due diligence so as to identify all key issues prior to any transaction
- negotiation of documentation and closing of the transaction
- MBOs and MBIs
In recent years the popularity of management buy-outs and buy-ins in Central Europe has declined. A key reason for this has been the lower levels of debt finance available as banks have had to rebuild their balance sheets, but another factor has been the public perception that these transactions were ways in which individuals could take advantage of privileged information at the expense of shareholders. In our view, management buy-outs and buy-ins are legitimate forms of transaction which, when executed with the appropriate safeguards, can offer the best available solutions for both the selling shareholders and the acquirers. Please contact us directly to discuss potential opportunities and the fiduciary duties of management teams in such a situation.
- Joint Venture formation
When we advise clients on the establishment and operation of JVs, we typically tell them that the most critical factors are to have mutually compatible shareholders with a common understanding of the strategy for the JV. If that is in place then most other factors can be agreed, but if this is not in place then the JV is unlikely to succeed. Other key areas that will typically need to be defined include:
- management control
- levels of shareholder approval required for decision making
- supply of goods and services to the JV by one or other of the parties
- future financing needs
- dividend policy
- exit mechanisms
- deadlock provisions