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)