Transaction Services

We provide transaction management support for sellers and buyers.

SALE & PURCHASE AGREEMENT ADVISORY

PRE-DEAL REVIEW

Increase the chances of success

Understanding the risk factors and deal-breakers before proceeding with a transaction will help improve the chances of success and reduce costs.

Our team of experts has the necessary experience to help you make a thorough assessment before going ahead with the deal.

Our services include:

Identifying the risk factors of the business and the sector in which it operates
Evaluating strengths and weaknesses
Developing an optimal agreement structure to finance the transaction
Assisting in the development of a growth strategy
Providing advice on the initial financial model/projections and providing continuous guidance
Identifying possible legal, tax or labour risks

FINANCIAL MODELLING

Flexible, robust and credible financial models

Our team of experts specialises in creating financial models suitable for diverse sectors and circumstances.

Our approach begins with a thorough understanding of the situation and involves designing tailor-made models using proven methodologies and techniques. These models offer functionality and adaptability to incorporate inputs for sensitivity analysis. Our goal is to deliver financial models that are flexible, robust, transparent and credible.

SALE & PURCHASE AGREEMENT ADVISORY

Expert support for every stage of a transaction

In any transaction, the Sale and Purchase Agreement (SPA) is the outcome of the main commercial and price negotiations.

Our SPA team offers expert support throughout the transaction process, from pre-agreement work to post-closing support. We assist in identifying and presenting issues related to pricing and agreement completion to aid clients in their SPA negotiations and in safeguarding or creating value by implementing SPA completion mechanisms.

Our services include:

Assisting in defending possible adjustments that may arise in the value of the company and its shares
Guiding in determining price adjustments and arguments for price negotiations
Analysis of working capital, net financial debt and EBITDA for SPA negotiation and adjustments for normalisations
Helping to adequately assess the impact of the risks identified during the Due Diligence phase
Advising on the legal and financial aspects of the SPA during negotiations

TAX ADVISORY

Tailor-made service for your business

Our experts can provide tax advice throughout the transaction and design optimal structures for your specific situation.

All parties involved in a transaction must be aware of potential alternatives and associated tax implications. With various taxes to consider, understanding how they interact can reveal both opportunities and risks. We can collaborate with you to fully grasp these opportunities and mitigate any risks.

Our services include:

DUE DILIGENCE

Over 200 due diligences in the last 5 years

Our expert due diligence team has carried out over 200 due diligences in the last 5 years.

Enhancing or complementing the understanding of the target business
Helping to understand the growth and profitability drivers of the business
Providing information about the company’s basic KPIs
Determining recurring sales (MRR, ARR,...)
Calculating recurring and normalised EBITDA
Presenting an analysis of working capital and cash flow
Assessing net financial debt on the closing date

Critically reviewing financial projections
Analysing the applied accounting criteria, receivables and inventory impairment policies, depreciations and amortisations
Identifying and quantifying commercial, financial, tax, legal, and labour risks and contingencies
Providing information to support negotiations with the counterparty
Providing useful information to be considered in the sale and purchase agreement (SPA)
Identifying potential deal-breakers