Pre-sale due diligence

At the beginning of the disposal process and based on vendor’s request we prepare a due diligence report usually exclusively for internal use by the seller which includes an independent analysis and evaluation of the business planned for disposal.

Our services relate to assistance for the vendors to identify, address and eliminate financial, tax, operational and market risk and irregularities which may be relevant for prospective investors.

The key benefits of pre-sale due diligence include improvement of negotiation position of the sell-side and faster closing of the transaction (mainly through minimising of the number of issues or irregularities, which otherwise would require explanation to potential investors).

Transaction structuring 

We undertake analysis of the considered transaction taking into account financial, accounting, taxation, commercial, operational and regulatory issues. As a result of this analysis, we make our recommendations regarding the optimisation of the existing transaction structure or the development of an alternative transaction structure. We prepare, in cooperation with other advisers (e.g. tax specialists and lawyers), an integrated summary of the financial, accounting, taxation and legal documents required in order to implement the planned transaction structure. During our engagement we also assist in:

• The identification of potential adverse conditions that might result in a break off in negotiations (deal breakers);
• An evaluation of intragroup cash flows and ability of cash transfer in line with agreed market assumptions (e.g. through dividend payments or intragroup loans);
• The preparation of cash flow statements, which will be the basis for raising the financing needed by the investor for the considered transaction. 

Contract and completion procedures assistance 

Contract assistance aims to advise on the financial, accounting and tax aspects of the draft sale and purchase agreement related to the acquisition of the target company, including consideration of related risk areas and issues identified based on the previously completed due diligence analyses.

During provision of contract assistance services, we typically focus on the following aspects of the draft sale and purchase agreement:

• Structure of any price adjustment mechanism;
• Warranty and indemnity claims from the accounting and tax perspectives;
• Future plans for add-on acquisitions or divestitures;
• Accounting principles for closing accounts;
• Mechanics of closing accounts process;
• Advice on an appropriate level of normal working capital;
• Definition of primary financial aspects (including inter alia net debt, normal working capital, EBITDA);
• Advice on potential issues relating to earn out mechanism.

Our support to the vendors in the transaction completion procedures includes inter alia:

• Advise in respect of accounting procedures during transaction closing;
• Support in the preparation of the completion accounts.

Verification of the completion accounts (prepared by the target company, by the vendor or by the purchaser) with the objective of assisting in determining the appropriate purchase price adjustments based on the transaction sale and purchase agreements.