We are trusted advisers who provide a comprehensive range of transaction services to corporates and private equity houses, enabling them to make well-informed decisions when it comes to buying or selling a business.
Our team of market-leading transaction services specialists play a pivotal role in transactions by carrying out due diligence to investigate whether the fundamental financials of a business are in line with how they’re being presented. This process provides a buyer or investor with increased comfort before signing on the dotted line.
Using years of significant deal experience across transactions of various sizes and across different sectors, our team of specialists have the commercial acumen, coupled with both financial and operational expertise, to help you navigate through what can often be a lengthy process. Regardless of the type of transaction, you can be sure that our team will work with you to ensure that you achieve the best possible outcome, whilst maximising the value of your business. We typically work with companies in the lower-mid to mid-market.
The key services we offer include, but are not limited to:
Financial Due Diligence (Buy-side)
When it comes to financial due diligence, our team of transaction services specialists work with corporates, private equity (PE) houses, banks and other debt providers who are looking to acquire or invest in a business. During this process, we are often engaged to provide an extremely thorough analysis of the target company to form a view of the future and identify areas of concern.
The information and knowledge we uncover through the deep analysis of a company’s financials, business performance, working capital requirements, operational issues and other components, will enable our team to help you (as an acquirer) to better understand the company in which you are interested.
By enhancing your understanding of the business in question, the likelihood of the deal achieving its objectives will increase. This is because our work will help you to both identify and develop an understanding of critical success factors and areas to improve upon before making the final decision.
Vendor Due Diligence (Sell-side)
During the sale of a company, vendor due diligence is carried out to provide a detailed report on the financial health for prospective buyers. Our team of transaction services specialists are able to work with you (as the vendor) to prepare an in-depth report of the financial health of your business. In doing this, not only will you feel comforted, but your prospective buyers will most likely feel it too.
The process of undertaking this analysis is independent and aims to address any queries or concerns that the most demanding of buyers may have. Our team will work with you, company management and your lead advisers throughout the process to provide greater clarity around the state of your business as well as the opportunities available so that the appropriate next steps are taken.
Carrying out vendor due diligence not only provides you as the vendor with greater control over the sale of your business, but it also instils buyers with more confidence as to the status of your business and future viability. This process also ensures the sale is more controlled and helps support the facts provided in the information memorandum. In some cases, we find that due diligence carried out by the vendor, reduces the need for prospective buyers to have further access to do additional due diligence work.
Whatever the reason for seeking a valuation, you can be sure that our transaction services specialists will use their years of experience and significant expertise to help you.
Valuations are very subjective, particularly for smaller firms, where there may be customer concentration, key-person dependency within the management structure or turbulent trading patterns. Nevertheless, there are various techniques that our team can utilise to give a defensible guide to value.
Recent transactions in relevant sectors involving similar-sized businesses provide a great basis for determining defensible valuation ranges. Although information is not always publicly available, our team are able to navigate the available transaction data and use our deal-doing experience to provide robust valuation ranges.
When carrying out valuations, our team of transaction services specialists also look at multiples being achieved by companies in similar sectors that are listed on the public markets. In addition, discounted cash flows that look at future earnings of the business can be aggregated to determine today’s value, accounting for the risks associated with future earnings.
Ultimately, the value of any business is what a willing buyer is prepared to pay. As such, valuations depend on a huge number of variables and it is well worth seeking our professional advice to assess your expectations.
Sale and Purchase Agreement Reviews
The sale and purchase agreement (SPA) document typically represents the outcome of key negotiations. However, often key details can be missed in its drafting, potentially putting a deal at risk and resulting in some loss in value to either the buyer of seller.
Regardless of whether you are a buyer or seller, our team of transaction services specialists can help you avoid such problems and provide your team with both the support as well as advice needed to protect your position, ensuring that you move forward in the way that you are most comfortable with.
Our team have years of experience behind them and take a practical, yet pragmatic approach to resolving conflicts and providing clarity. From providing advice on: offer letters and negotiations; to the actual SPA review; or payments resulting from the SPA following the completion of a deal, our team are able to support you.
Earlier this year our Corporate Finance team completed a record-breaking eight transactions in quick succession, at a combined value of over £130m.
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