Specialities
TRANSACTION
MLadvisory offers its clients advanced financial expertise in contexts where the financial and human stakes are high, particularly during acquisitions, business disposals, refinancing, valuation of assets or companies. M&A transactions are typically done under tight deadlines. Bringing in the right external expertise improves the quality of the strategic rationale for buying the company and due diligence, while also accelerating synergy realization and reducing risks of the integration.
buyer DUE DILIGENCE
Due diligence is a critical step in the M&A process. In today’s competitive marketplace, a single bidder rarely outsmarts the rest of the field. Rather, the justification to pay more than other bidders must be based on the ability to create more value with the acquisition. Most important, a good due diligence process provides a foundation for capturing value, both in the short- and long-term.
- Cost synergies analysis
- Critical review of the available financial information (public information, data room, VDD, etc.)
- Detailed investigation on site or in close liaison with management
- Review of price adjustment clauses
The cost of a due diligence depends on the type of audit chosen: full or limited, strategic and/or tax part. It is a necessary step for all types of companies including mid and small companies. A due diligence can take from 3 months to one year.
VENDOR DUE DILIGENCE
Preparation of a vendor due diligence report (VDD) presenting the company’s financial situation
Preparation of responses to questions posed by potential investors and their advisors
Preparation of specific analyses under the responsibility of management (vendor assistance)
Preparation of data rooms and/or data packs
Review of price adjustment clauses
independant business review
Review of a company’s financial position as part of debt refinancing for profitable activities
Review of business plans and forecast cash flows
Modeling of the impact of refinancing impact on cash flows and bank covenants
CARVE OUT PREPARATION
Determination of pro forma accounts according to the scope of the transaction
Definition with the Transformation process of the various stages allowing the business to stand alone
Estimation of costs and investments related to the business standing alone
INDEPENDANT EXPERT APPRAISALS
Estimation of fair market values to determine the values of contributions or internal disposals and merger parities
Valuation of brands and intangible assets
Documentation of values used vis-à-vis the relevant tax authorities and/or asset transfer and merger auditors
Coordination of legal, tax, accounting and operational teams
FINANCIAL MODELING
Support with preparation of strategic plans and modeling of the various options
Construction of flexible and robust financial models and raising awareness of risk areas
Specialties
RESTRUCTURATION
Our Restructuring service aims to deliver reliable figures in an uncertain environment in order to support all parties involved in resolving companies difficulties.
CONSTRUCTION AND REVIEW OF BUSINESS PLAN
Identification of KPIs specific to activities studied
Determination of historical and projected trends
Detailed analysis of the action plans/restructuring measures: timing and budget
ASSISTANCE WITH THE RESTRUCTURING PLAN
On the basis of the above (review of business plan and financing plan):
Analysis of scenarios based on the selected cases: takeover, refinancing, asset sales, debt restructuring, conversion of debt to equity, etc.
Creation of financial documentation in support of agreements reached: conciliation protocol, safeguard, recovery, disposal plan
SECURING CASH FLOWS
Immediate cash operation
Operational management under cash constraints
ASSISTANCE WITH RAISING NEW FUNDS
Preparation of financial elements supporting the search for new funding
ASSISTANCE WITH THE REORGANISATION OF ACTIVITIES
Vendor assistance for the disposal of non-core activities
Determination of funding requirements related to restructuring and turnaround
Preparation of Q&A with prospective buyers/employee representative bodies
If necessary, assistance with negotiations on the price (positive or negative)