Transaction and Corporate Finance Advisory

Transactions are decided on information asymmetry. The party that understands the numbers, the structure and the downside in most detail tends to get the better outcome, and that advantage is built well before anyone signs a term sheet.

We work on both sides: preparing a business so that it survives diligence and presents credibly to an acquirer or funder, and examining a target on behalf of a buyer or investor. The work is analytical rather than promotional — our value is in what the analysis shows, including when it argues against the deal.

When clients bring us in

• An approach has been received and nobody can say whether the number offered is fair.
• A shareholder wants to exit and the business has never been formally valued.
• A lender or investor has asked for information the business cannot readily produce.
• An acquisition has been identified and the buyer wants the target's numbers tested by someone independent.
• A group has grown into a structure nobody designed, and it now costs money or creates risk.
• A transaction has completed and the two businesses are still being run as two.

Preparing a business to be sold or funded

Most of the value in a sale process is created before the process starts. We establish what the business is worth on defensible assumptions, then address the things that will reduce that figure when a buyer finds them: earnings that cannot be separated from the owner, revenue concentrated in one or two customers, related-party arrangements, working capital that has never been normalised, contracts that do not survive a change of control.

From there the work is the information a counterparty will ask for — the model, the information memorandum, the supporting schedules — prepared in advance rather than assembled under time pressure with the buyer waiting.

Examining a target

On the buy side the question is what the seller's numbers actually mean. Quality of earnings rather than reported profit. The working capital the business genuinely needs to operate, which determines the completion adjustment. Customer and supplier concentration. Whether the forecast the seller is being paid for is achievable on the assets being bought.

We scope and coordinate the legal, tax and technical diligence performed by other professionals, and report the financial and commercial findings ourselves — including where they argue against proceeding, or for a different price.

Structuring, negotiation and completion

How consideration is structured usually matters as much as its headline size. We model the alternatives — cash at completion, deferred consideration, earn-outs against defined measures — so that what is being agreed is understood before it is signed, and so that any earn-out is capable of being calculated later without dispute.

Through negotiation we analyse term sheets and offers and support the conversation with the counterparty. Through completion and afterwards we work on completion accounts, the mechanics of the adjustment, and the integration of finance functions, reporting and controls.

What you receive

• A valuation report with the assumptions and methodology set out.
• A financial model of the business or the transaction.
• Financial and commercial due diligence findings, with the issues that affect price or structure identified.
• An information memorandum and supporting schedules where a business is being presented to buyers or funders.
• Term-sheet and offer analysis.
• A post-completion integration plan for the financial function.