Corporate Finance Transactions
We help both corporate and private equity clients achieve the best value from a transaction by providing specialised deal and related services, including due diligence. Our aim is to add more to a transaction than pure financial due diligence by delivering incremental services that help our clients achieve a competitive advantage.
Our situational expertise is complemented by industry and functional experts from across Deloitte, to ensure our clients receive a seamless and flexible service for all their transactions.
Our team provides specialised due diligence and related mergers and acquisitions (M&A) services for national and multinational corporate and equity clients. Acquisition due diligence provides a prospective purchaser with objective information about the target and assesses the risks of the anticipated transaction. The results of our analysis may therefore support the purchaser in negotiations with the target and adjusting the proposed purchase price.
Our commercially focused support, from deal screening and origination to comprehensive due diligence brings together integrated teams, specialising in commercial, operational and IT due diligence, to deliver the high-quality analysis required to support a decision to buy or lend.
Acquisition due diligence
We provide bidders with a high quality, independent and focused due diligence report. This ensures all bidders have the information necessary for them to bid with confidence. Vendor initiated due diligence maximises value, minimises disruption and reduces the risk of unpleasant surprises, late in the disposal process.
Vendor due diligence
In difficult and volatile markets, senior management inevitably look to review their strategic options and one outcome may be to consider divestment. Once a decision has been made, optimising the outcome can be challenging and time consuming.
Vendor Assist, provides a co-ordinated suite of services. We work closely with your team to identify and resolve issues in the divestment process and offer a suite of services specifically tailored to your needs.
Whether you are selling a business and want to achieve a clean exit at a predictable price, or buying a business and want appropriate remedies in place if the target’s financial position is not as expected, the financial terms of the Sale and Purchase Agreement (SPA) are key.
We can help by proposing or reviewing a purchase price adjustment mechanism; dealing with a ‘locked box’ process; assessing the impact of cash and debt free, target net assets or earnout clauses; advising on how to set the level for target working capital; considering the financial definitions for inclusion in a contract and by reviewing or drafting accounting policies and hierarchies or procedures.
Sale & purchase agreement advice
After completion, we can provide analysis of completion accounts and assist with calculation of purchase price adjustments.
In addition, after being engaged in the earlier deal stages, we advice our clients at post transaction stage, including assistance in post merger integration, transition service agreements etc.
Advice on the later deal stages and post transaction
We work with financial stakeholders to conduct a review of a borrowers liquidity and cash flow forecasts to understand and analyse the drivers of cash flow, such as trading performance, working capital, restructuring costs or provision payments.
We can help lenders take a view as to whether a business plan provides a reasonable basis to determine the debt capacity and make lending decisions. Amongst other indicators, we examine intra month peak requirements, vulnerabilities and potential upsides and conduct high level ‘stress tests’ and detailed analysis of a borrower’s business plan..
We’ll provide lenders with an independent view on a borrower’s liquidity and short term ability to continue operating normally, allowing time for the lenders to consider their options.