Services

Specialized M&A advisory on transactions for middle-market companies and private equity funds, both in sell-side and buy-side mandates.

Transactions for private companies

  • Sell-side advisory services

  • Capital increase

  • Buy-side advisory services

  • Mergers

Transactions for private

  • Advice to Private Equity funds

Preparation of the company

  • Preparation of the company for sale

Others
Services

  • Strategic alliances or joint ventures

  • Finding financing and optimizing the financing strategy

  • Valuation report

  • Business plan

A complete offer of M&A services to provide a solution to any corporate approach related to transactions based on the capital of unlisted companies (in Spain or in any other country) or to a previous stage of preparing the company for a successful corporate process

Transactions for private companies

The sale of a company or the partnership with a financial investor is a critical decision for the shareholders of the company. The advisory of a specialized M&A team is highly recommended as the success of the transaction depends on dealing with a complex process

Sell-side advisory services

Service based on planning and executing the company sale process, structuring and managing the process, preparing the materials and documentation for the sale, determining the valuation of the company and managing the negotiations until the closing of the transaction.

  • Preparation of the materials or documentation for the sale of the company: Information Memorandum, financial projections, management presentation, blind profile, etc.
  • Performing a preliminary valuation and defining the best transaction structure
  • Searching the potential buyer on a national and international basis, considering  strategic buyers and financial investors who meet the qualifications to probably be interested on assessing the opportunity, trying to optimize the transaction for the client from the point of view of value and the potential development of the business and the company in the future.
  • Approaching the buyers or investors at a high-level contact, delivering a professional information explaining the business and the transaction, with a subsequent monitoring of interest through different meetings and discussions.
  • Analysis of indicative offers and negotiation of the conditions.
  • Assistance in the due diligence phase to be carried out by the buyer advisors
  • Assistance in the negotiation and preparation of drafts of the main agreements (SPA or Sales and Purchase Agreement, SHA or Shareholders’ agreement,…) in collaboration with the legal advisors.

Capital increase

Service related to the incorporation of new investors into the company's shareholding structure, either through a capital increase to provide new money for growth or through the purchase of existing shares.

  • Preparation of all the materials and documentation for the incorporation of a new investor into the capital of the company: Investment Memorandum, financial projections, management presentation, blind profile, etc.
  • Performing a preliminary valuation and defining the best transaction structure
  • Searching the potential investor on a national and international basis, considering  strategic investors and financial investors who meet the qualifications to probably be interested on assessing the opportunity, trying to optimize the transaction for the client from the point of view of value and the potential development of the business and the company in the future.
  • Approaching the investors at a high-level contact, delivering a professional information explaining the business and the transaction, with a subsequent monitoring of interest through different meetings and discussions.
  • Analysis of indicative offers and negotiation of the conditions.
  • Assistance in the due diligence phase to be carried out by the buyer advisors
  • Assistance in the negotiation and preparation of drafts of the main agreements (SPA or Sales and Purchase Agreement, SHA or Shareholders’ agreement,…) in collaboration with the legal advisors.

Buy-side advisory services

Service based on establishing the strategy of the acquisition plan and its execution process, identifying potential targets, approaching to the targets, valuating the targets, as well as defining the basis of the negotiation and determining the post integration plan.

  • Strategic review of the acquisition plan.
  • Definition of the main acquisition criteria and the strategy to approaching the targets.
  • Identification of the potential targets and preparation of an investment memorandum for all of them.
  • Approach to the potential targets to know their view regarding a potential sale and to try to get their attention.
  • Valuation of the target companies and preliminary definition of the structure of the transaction.
  • Attendance and coordination of the different meetings to be held between the parties and management of the deadlines
  • Preparation of the indicative offer to be submitted to the target companies.
  • Assistance to the buyer in the financial, legal and tax due diligence.
  • Assistance to the buyer in the negotiation and in the preparation of drafts of the agreements (SPA Sales and Purchase Agreement, SHA Shareholders’ Agreement, …) in collaboration with the buyer’s legal advisors.

Mergers

Service based on structuring all the relevant issues to merge different companies like the new group business plan, the swap rate, the shareholders’ agreement and the corporate governance, and any negotiation necessary to successfully close the merger.

  • Advice on the definition of the strategic rationale for the merger.
  • Selection of the potential targets to be merged with the company
  • Approach to the different targets and introduction of the opportunity and the new group’s project to be developed.
  • Preparation of the materials and the information memorandum of each company.
  • Determination of the swap ratio between the merged companies.
  • Evaluation of the synergies to be obtained (i.e. overheads, operational expenses, commercial expenses, etc.)
  • Assistance in the due diligence process.
  • Preparation of the new group’s business plan.
  • Support during the whole process and negotiations until the closing the deal

Transactions for private

Private Equity funds are permanently investing in the capital of more than 2,500 companies in Spain. Our team has in-depth knowledge of these activities, having advised to the most active Private Equity funds in the Spanish market

Advice to Private Equity funds

Advice to Private Equity funds or professional financial investors on different aspects within the investment cycle of their portfolio companies (searching for new investment opportunities, working together in the assessment of the opportunity, advising on the disinvestment of the portfolio companies,…..)

Buy-side mandates

  • Definition of the investment criteria
  • Contact and monitoring of the targets
  • Preparation of the information for the evaluation of the opportunity.
  • Type of transactions:
    • Capital growth
    • MBO/MBI/BIMBO
    • Shareholder replacement
    • Add-ons

Sell-side mandates

  • Advise on the selling process of a portfolio company

Preparation of the company

There are many and diverse deal breakers or aspects by which transactions are aborted, so preparing the company for a professional sale process and to maximize the price should be a priority in any case

Preparation of the company for sale

Pre-sale service for companies that aim to have the chance to selling the company on an structured basis

  • Company valuation and value optimization drivers
  • Knowing the obstacles to sale in advance and mitigating them.
  • Familiarize the seller with the stages of the process.
  • Plan the tax impact of the sale.
  • Create an advisory team for the transaction (legal advisor and financial advisor)
  • Determining the best transaction perimeter and the transaction structure to market the opportunity.
  • Research of the different type of potential buyers or investors that might be interested in acquiring the company or investing in it with a defined business rationale.
  • Study of the right time to sell the company.
  • Analysis of the operational cash flow required for the normal development of the business.
  • Pre-due diligence of the financial, business, legal, fiscal and labour areas to avoid potential due diligence issues.

Others
Services

Derived from the activity of advising on corporate finance transactions, specific parts of the M&A process can be provided as an independent service

Strategic alliances or joint ventures

Research of partners to sign strategic agreements such as manufacturing agreements for third parties or the creation of a company together with a local partner to enter new markets

  • Making agreements with local partners for entering a given geographical market, taking advantage of the local knowledge.
  • Making contract manufacturing agreements with third parties (national or international) that allow a more efficient use of the production facilities and, at the same time, each the partners can focus on their main activities, where they provide higher value (production vs. brand management).
  • Assistance in the analysis and definition of the economic terms of the agreement.
  • Research of potential partners based on a defined research criteria.
  • Preparation of all the necessary materials and documentation.
  • Assistance in negotiations and in the preparation of drafts of the agreements in collaboration with the legal advisors.

Finding financing and optimizing the financing strategy

Study of the optimal financial structure of the company, preparation of all the necessary documentation to raise the financing in a professional way, as well as the service of finding financing in the best conditions

  • Business plan definition for obtaining financing for the company.
  • Searching of new financial sources of finance (banking debt, subordinate debt, mezzanine, public financing, etc.)
  • Default risk analysis
  • Comparison of conditions applied in financing instruments
  • Sensitivity analysis of the main figures (sales, gross margin, EBITDA, etc.) and their impact on the cash flow statement.
  • Intra-company liquidity generation: cash flow generation measures.
  • Divestments of non-productive assets
  • Management of operational financial needs.

Valuation report

Value determination for a company using widely accepted valuation methodologies to be used in the context of a sale and purchase agreement, a refinancing process, for value creation measure, for business integration, etc.

  • Description of the company, its business lines and the main drivers of the business.
  • A high level analysis of the quality of the operating results (EBITDA) and cash flows, based on both historical data and forecasted projections. A high level analysis of the quality of the assets (including the Working Capital) and the liabilities (mainly the Net Debt).
  • Financial projections based on the assumptions made in the business plan defined by the company.
  • Setting up a financial model that would support the valuation considering the main factors that must be precisely considered.
  • Estimation of the value of the Company using different widely accepted valuation methodologies such as discounted cash flow and public companies multiples and private transaction multiples
  • Carrying out a sensitivity analysis on some variables with a significant impact on the valuation that will help to conclude on an acceptable valuation range

Business plan

Support in the preparation and definition of a business plan in those situations demanding a certain financial visibility in the future

  • Development of business plan from both a financial and a business perspective.
  • To be presented to the management of the company, financial institutions to obtain financing, the Board of Directors or the shareholders of the company.
  • Analysis and description of the company and its sector.
  • Determination of the strategy (objectives, rationale, action plans and economic impact).
  • Preparation of detailed financial projections.
  • Analysis of financial ratios