Why?
Transaction is the essence of business development. Whether an initial investment in assets or a permanent component of a business model based on unlimited growth through mergers and acquisitions, each enterprise at some point encounters a business opportunity, which a new transaction is. If company acquisition or significant assets of a different type is not a routine activity, managing a strategically important transaction requires resources and competence that are not in-house on a regular basis. These include experienced transaction advisors, the commitment of whom translates to process efficiency and risk management, ensures timeliness and the selection of a transaction scenario that is optimal in legal, tax and business terms, and, above all, increases success probability.
Transaction consulting covers a wide range of solutions associated with transactions involving the purchase or sales of companies or enterprises, organised parts of enterprises, asset group, as well a variety of restructuring and ownership or succession transformation forms. It touches on, among other things, such processes as transformations, mergers, acquisitions, demergers, in-kind contributions and many other restructuring operations. Some of the aforementioned operations may be of cross-border nature, covering more than one legal and tax jurisdiction, thus creating subsequent restructuring opportunities, such as risk areas.
For whom?
Investors, owners of companies, rights or assets, shareholders or future shareholders, management boards participating in transaction or restructuring processes, but also those who are only just planning or considering the possibility of being a party to a transaction.
How?
Our primary services include:
- pre-transaction consulting that includes the feasibility study of investment assumptions, developing effective scenarios implementing business assumptions of the transaction, drawing up a letter of intent, and initial legal and tax structuring of a transaction;
- financial, tax and legal due diligence, both for the buyer (buy-side due diligence) and seller (sell-side (vendor) due diligence), which covers, among others:
a) identifying basic business, financial, tax and legal risks (so-called deal–breakers);
b) analysing the EBITDA of the proposed cash-flow-projection standardised “quality of earnings”;
c) working capital and net debt analysis;
d) cash flow analysis; - transaction consulting associated with handling enterprise and OPE acquisition and sale processes (acquisition price calculation, transaction financial modelling, acquisition/sale contract editorial support, negotiation process support);
- post-transaction integration consulting, including in terms of organising compliance and reporting operations, and business process optimisation;
- valuations, including company and company asset valuations, purchase price allocation, ‘fairness opinion’ analyses or assistance in developing financial and operational models supporting decision-making processes.
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