Buy Side Advisory

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    Buy Side Advisory

    On the “buy-side”, we represent buyers in acquiring a target business. The buyer may be an individual, a company or a private equity group. We may initiate the transaction by bringing the potential acquisition idea to the client or by assisting in completing a transaction where the client has an identified target or initiated discussion with potential targets. We also assist in Distress Asset Advisory (IBC route).

    Common Pre-Transaction Concerns

    • What is the stable profitability, Asset quality and Cash Flows of Target’s business
    • Inputs to assess management assumptions in business model / projections
    • Related party transactions and its impact in Valuations
    • Contingent liabilities and capital commitments impacting valuation
    • Direct and indirect taxes (tax) impacting valuation, pending tax assessments, litigations and any tax leakages
    • Representations, indemnities and warranties

     We assist our clients by:

    Pre Deal Advisory

    • Developing the appropriate transaction strategy
    • Interacting with and soliciting interest from potential sellers/companies

    Valuation Advisory

    • Review of financial model of potential sellers/companies that captures historical and projected financial data (including Business, Financial and Industry analysis)
    • Undertaking detailed Valuation of Business / Assets and Intangibles (including Surplus Assets, if any)
    • Determining the expected pricing range of the business from the buyer’s perspective
    • Pre-acquisition pricing analysis, including estimation of accretion/ dilution impact on earnings by providing preliminary values and economic lives for assets to be acquired
    • Indicative Purchase Price Allocation of the Business / Assets proposed to be acquired and likely Balance Sheet impact (Intangibles / Goodwill)

    Deal Advisory

    • Deal Negotiation
    • Tax Advisory
    • ESOP Advisory
    • Deal Structuring
    • Arranging acquisition finance, if required by the buyers

    Legal & Regulatory

    • Preparation/review of Term Sheet
    • Financial, Legal and Tax Due Diligence of Seller (including hidden risks such as Non-compliance issues, investigations and disputes impacting Valuation)
    • End to End Regulatory advisory
    • Legal documentation preparation/review including Shareholders Agreement (SHA), Share Purchase Agreement (SPA) etc.
    • Assisting in negotiation of the commercial terms and signing of the agreements

    Post Deal Support

    • Purchase Price Allocation
    • How will value be created? Can the operations be optimized to enhance productivity and reduce cost?
    • Post-Acquisition integration advisory