M&A and Exit Advisory

Mergers, Acquisitions and Exit Advisory

We advise private and listed companies on M&A, divestments and exit planning for founders of private companies. Any form of acquisition or exit from a business is a typically a complex and time consuming project that requires both a strategic approach and experience with managing the project and deal negotiations.

At Kapitalized we undertake end to end project management including the following key aspects of any M&A transactions:

  • Target acquisitions analysis and market review
  • Commercial and preliminary legal and accounting
  • Financial modelling, valuations and forecasting
  • Vendor or bidder management (Q&A and buyer due diligence)
  • Deal negotiations
  • Legal documentation commercial points drafting
  • Post-acquisition or post-sale integration

We also help founders and shareholders negotiate Management Buy-in (MBI) or Management Buy-out (MBO) type deals whereby the parties are typically friendly and their may not be a competitive process.

Vendor or Acquisition Due Diligence

Prior to selling your business we undertake what is known as vendor due diligence where we collate the venture’s financial, corporate information, contracts and employee information. We review every key aspect of your business to determine key risks prior to a sale, fix the structure of your business if required and prepare materials for any bidder to review.┬áThis process typically can save 2-3 months of future work rather than letting bidders undertake their due diligence processes.

 

Identifying Potential Buyers

We help founders identify potential buyers and undertake a strategic approach to these buyers without alerting the market to a potential sale.

 

Financial Modelling and Valuations

We build complete financial models that connect your key business drivers with your targeted or budgeted financial performance. We can model any type of venture whether it be a startup, concept, complex engineering or industrial business with multiple raw materials, service businesses, retail and of course any type of technology based venture.

Any financial model we build will include:

  • Assumptions and key business drivers
  • Sensitivity and scenario analysis
  • Operational model by region / business unit / product
  • Forecast P&L and cashflow by year or month
  • Forecast balance sheet and working capital
  • Valuation either via capitalisation of multiples or Discounted Cashflows methods

We also build models for Leveraged Buy-Outs (such as for private equity funds) that includes cash sweeps, IRRs and varying levels of debt subordination.

 

Deal Negotiations

We manage negotiations with potential buyers or the vendor of a business. Deal negotiation includes agreeing key terms (via a termsheet), finding a balance between price of the venture and any warranties. Deals are negotiated face to face with opposing party CEOs, CFOs and legal teams.

 

Selling a Business – Multiple Bidder Management

If you are selling your business we will typically run an auction process with multiple bidders to maximise value. This process usually includes due diligence reviews by each bidders and a Q&A (Question and Answer) process that can consume a lot of management time – we manage this process to a set timetable and eliminate duplication, leaking of sensitive details and ensure all bidders are on the same footing prior to final bids being received.

 

Maximising Value

Whether an acquisition or divesting a business deals will typically take between 2-6 months including pre-deal preparation time. We focus on maximizing shareholder value and reducing risks associated with these complex transactions.

 

We are Not Brokers

We are deal advisers or corporate advisers not business brokers – typically brokers deal with smaller or retail type ventures (cafes, newsagencies etc) that are commonly traded in a manner similar to commercial property. Our role is to negotiate deals with growing or complex ventures and sophisticated buyers.