Transaction support

The implementation of a project to take over, raise capital or sell a company involves the involvement of multiple players (corporate bank, investment fund, buy/sell advice, lawyers, etc.) alongside the buyer/seller manager(s).

The study of an investment / disinvestment file requires the drafting of very complex documentation whose content is based on market practices (identification of the project owner(s), Teaser, Investment / disinvestment memorandum, Business Plan, etc.).

Beyond the company and the quality of manager(s) taking over / selling, the success of an investment / disinvestment process depends directly on the reliability of financial information and the ability of teams to carry out the project.

What to do about it? P. & Partners you:

• Assist the buyer(s) / seller(s) manager(s) before the investment / disinvestment process to produce the financial data required for a proper appraisal / reading of the project by the actors involved in the project
• Identifies the key players in a project with regard to the buyer/seller manager(s), the company, its market, etc. and the context of the transaction (capital increase, LBO, OBO, refinancing of a senior debt, etc.)
• Recommends the actions to be taken / trade-offs to be made in financial matters during the investment/disinvestment process (production of analyses, simulations, ratios, etc. excluding Due Diligence work)

Preparation and organization of due diligence:

• Monitoring of the due diligence of the opposing party or VDD organization (Vendor Due Diligence)
• Definition of a valuation model to validate the Business Plan proposed to investors / buyers as well as financing banks

Summary of the operation (recovery):

• Definition of an acquisition structure and identification of capital, quasi-equity, debt, WCR financing, etc. requirements
• Contact with investors and financing banks to obtain letters of intent to grant exclusivity
• Collection of offers (LAW)

Preliminary phases of documentation writing:

• Legal structuring of the operation (articles of association, shareholders’ agreement)
• Tax structuring of the operation (ratios, tax consolidation)
• Structuring of financing (pledge, subordination and covenants agreements)
• Drafting of the deeds and minutes necessary for the completion of the transaction

 Phases of negotiations:

• Memorandum of Understanding (or Service Purchase Approval)
• Definition of a final valuation range, criteria for adjusting the final price and the percentage of the equity investment
• Definition of the management incentive mechanism (Management Package)

Lifting of the CPs and signing of the documentation:

• Lifting of condition precedents
• Approval of deeds and minutes necessary to complete the transaction
• Execution of the Fund Flow

The success of the operations we have carried out attests to the quality:

• Seek advice and recommendations from P. & Partners prior to any search for financing, whether looking for an equity investor or a banking partner
• The quality of the preparatory work carried out by the P. & Partners teams (triptych strategy – market approach – documentation) which is necessary to establish contact with investors and financing banks
• Organization and monitoring of the process with the parties involved in the transaction (due diligence planning, management presentation, technical arbitration, investment banks, legal counsel, etc.)