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 team provides due diligence and related mergers and acquisitions (M&A) services for national and multinational corporate and equity clients.
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
Vendor initiated due diligence maximises value, minimises disruption and reduces the risk of unpleasant surprises, late in the disposal process.
The Deloitte approach is to offer assistance at every stage in the disposal process but our involvement can be as limited or as extensive as the situation demands. This ensures that you don’t spend money on services that you can perform yourself. Examples of our services include, but are not limited to:
•Vendor due diligence;
•Data book preparation;
•Data room preparation and management;
•Transactional readiness review;
•Financial and operational carve-out;
•Separation planning and implementation;
•Financial reporting procedures and transaction advisory.
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.
After completion, we can provide analysis of completion accounts and assist with calculation of purchase price adjustments.
Having been engaged in the earlier deal stages, we advice our clients at post transaction stage, including assistance in post merger integration, transition service agreements etc.
Post transaction services
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.