Transactions and Restructuring. kpmg.cz

Transcription

1 Transactions and Restructuring kpmg.cz

2 Contents Corporate Finance 08 Mergers, Acquisitions and Disposals 08 Valuations, Fairness Opinions and Appraisals 10 Financing 12 Debt Raising 13 Restructuring 14 Transaction Services 16 Buyer Due Diligence 16 Vendor Due Diligence 18 Contract Assistance 20 Completion Accounts and Price Adjustments 21 Strategic and Commercial Intelligence 21 Contacts 22

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4 Transactions and Restructuring We are the No. 1 Financial Advisor in M&A for 2013, 2012 and 2011 in the Czech Republic (source: Mergermarket). In 2013 we acted as advisors in seven transactions with a combined value of USD 2,513 million, in 2012 in nine transactions with a combined value of USD 200 million, and in 2011 in 14 transactions with a combined value of USD 439 million. Over the last six years we have held a top-two position among advisors in the number of deals completed globally on the middle market (according to Thomson Financial Securities Data). You will gain impartial advice independent of financing sources. We can provide you with high-quality transaction strategies, from inception through to successfully completed negotiations. You can take advantage of our blend of local knowledge and global resources. KPMG in the Czech Republic is part of the KPMG global network of professional firms which enables our dedicated professionals to cooperate with more than 1,000 experts in over 50 countries. 4 Management Transactions and Consulting Restructuring

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6 Transactions and Restructuring Our business is focused on continually enhancing value for you across the deal, and economic cycle. We have specialists capable of helping you from the conceptual idea of buying a business, right through to turning your business around in times of difficulty. We can offer you our know-how our experience across the deal cycle, and unique access to what is happening right at the heart of the key sectors. These insights enable us to provide high-quality advisory services, and deliver great added value. 46 Management Transactions and Consulting Restructuring

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8 Corporate Finance Mergers, Acquisitions and Disposals Do you wish to expand in your current market or enter new markets? Are you searching for new business opportunities? Do you wish to diversify? We can assist you in achieving a successful transaction and increasing your potential. Do you wish to divest non-core or underperforming subsidiaries? Would you like to raise funds to pay off debts or fund future growth? Have you received an unsolicited but nevertheless attractive offer for your business? Do you wish to realise the return on your investment through divestiture? We can assist you in achieving the best possible terms. Mergers and Acquisitions Our professionals can: Assist you in setting acquisition criteria including a strategic review and competitor analysis of your sector Identify and research key targets locally and/or internationally Liaise with potential targets Prepare a valuation of the investment opportunity Assist you with transaction structuring Advise you on deal negotiations and financing be that debt, equity or other more complex instruments Supervise due diligence, legal and other issues to work towards a successful completion 8 Transactions and Restructuring

9 Disposals Our professionals can: Assist you in the development of a sales strategy, establishing price expectations and valuation parameters Involve tax- and industry-focused professionals to assist in developing the most beneficial environment for the sale Identify, research and assess prospective purchasers in your sector Draft the disposal sales information memorandum What our services bring: Support of dedicated professionals with a strong local presence coupled with a powerful global KPMG network of professional firms Access to extensive knowledge and experience that will help us make a difference in your transaction A hands-on practical approach, creative thinking and professionalism Cooperation throughout the whole transaction from inception to completion of the negotiations Market the business Evaluate offers and assist you with negotiations Help you draft contracts and guide the transaction through to closure Transactions and Restructuring 9

10 Corporate Finance Valuations, Fairness Opinions and Appraisals We recognise that a valuation is more than just a numbers exercise. We spend time working to understand the business dynamics and its key value drivers. We draw on extensive experience and apply relevant valuation methodologies. We combine this with our deep sector knowledge and benchmarking analyses to offer value-added advice. 10 Transactions and Restructuring

11 Valuations, Fairness Opinions and Appraisals It is important that boards, shareholders, investors, financiers, transaction counterparties and regulators can rely on the soundness of valuations. We can provide you with valuations that are robust and credible. Our professionals can: Provide independent and objective advice, to determine the right price to pay or accept for a business or other asset Advise joint ventures/alliances on divisions of equity at formation or exit in an independent or advocate role Determine the value of intangible assets or intellectual property such as brands, know-how, trademarks, customer lists, intellectual property rights (IPR) and goodwill for commercial, tax or regulatory reasons, including purchase price allocation (PPA) Perform a post-acquisition assessment of fair value of assets and liabilities in connection with purchase price allocation as required by IFRS 3 Issue a fairness opinion on a transaction to satisfy regulatory requirements or corporate governance concerns Support you in litigation or arbitration, particularly in business valuation disputes Prepare supporting evidence to help raise equity or debt finance Prepare expert reports upon request to meet your requirements What our services bring Technically sound, commercially focused independent valuations for your specific needs Clear and credible valuation reports that transparently set out the reasons for our conclusions Valuations for the purpose of compliance with Czech legal requirements, as KPMG in the Czech Republic is qualified as an appraiser by the Czech courts Transactions and Restructuring 11

12 Corporate Finance Financing Debt Raising Financing Project Finance Public Private Partnerships (PPPs) We provide independent advice relating to the financing of large projects across all industries in both the private and public sectors. The procurement of major infrastructure projects is complex, highly competitive, costly and time-consuming. The procuring authorities must create a commercial framework for their investment programmes that attracts the interest of high quality international bidders. Bidders must select their targets carefully and then seek to deliver the most competitive tender possible. Our professionals can: Assist you with considerations of lease-versus-buy alternatives Support you with conceptualising, structuring, negotiating and executing PPPs Advise the public sector on competitive tendering for private finance initiatives What our services bring: In-depth knowledge of markets, issues and processes to corporate and government clients on a global basis Extensive practical experience of the commercial issues driving these types of projects Independent advice on the financing of major projects across sectors 12 Transactions and Restructuring Possibility for additional advice on the tax, transaction, accounting and due diligence issues in relation to projects, as well as providing transaction evaluations and model reviews

13 Debt Raising Companies looking to raise new debt capital or refinance existing facilities usually have established relationships in the banking, leasing and capital markets. The key issue for companies is not finding advice on raising money there are plenty of lenders offering free advice on their own products. What companies need is independent advice. They need to know their full range of options and how to achieve financing structures that meet their strategic and operational objectives. Our role can vary from pure documentation support to full process management. What our services bring: Clear analysis of the options and their impact Advice which is objective and independent of the providers of capital Enhancement of the decision-making process associated with securing financing solutions Long-term experience, detailed product knowledge and extensive contacts in relevant markets Our professionals can: Develop tailor-made financing strategies and an appropriate market approach Assist in financial planning/modelling with the goal of presenting your financial situation and future financial development in detail to external financing partners Identify and select appropriate financing partners Prepare high-quality management presentations Structure and design efficient financing agreements and draft credit term sheets Negotiate term sheet details Provide support for covenant waiver negotiations and full debt restructurings including state aid if appropriate Review and negotiate alternative financing options to help meet the desired financing goal Transactions and Restructuring 13

14 Restructuring Growth I need a strategy for growth Client issues M&A valuations I need to deliver synergies and integrate Due diligence I need to acquire at the right price structure deal I need to align the cost base with failing values Integration I need to substantially restructure the business model and operating model Strategy Restructuring Recession M&A valuations 14 Transactions and Restructuring Value propositions

15 Our restructuring services include financial and operational restructuring Restructuring We focus on working with distressed companies: companies with deteriorating cash flows, loss making, having excessive liabilities or underperforming compared to their peer group. The timely involvement of our restructuring professionals in the process facilitates the saving of company value and increased returns to relevant stakeholders. Our restructuring services focus on two broad areas of work: Financial restructuring (debt restructuring, refinancing, negotiations support, etc.) Operational restructuring (such as restructuring planning and implementation, cash and working capital management, exit strategies) The client could be the company (or its owners), creditors, regulators or other stakeholders. Our work may concern both the company as a whole or its particular non-core or underperforming assets. The nature and mix of services will depend on the particular circumstances. Some of the typical services provided by our professionals include: Initial assessment to determine the most pressing issues, initiate stabilisation activities and plan further analysis and restructuring Strategic, financial and operational review, independent business review for lenders Assistance in initial stabilisation and crisis management Cash management Assistance in the preparation of a robust operational and financial restructuring plan Contingency planning for situations in which the key milestones in the restructuring plan are not achieved within the anticipated timeframe Negotiation assistance acting for creditors or the debtor Assistance in implementing the chosen strategy Transaction centric view of the economic cycle I want to sell non-core assets I have to conduct IBR (independent business review) I need to avoid insolvency I want a transformational growth strategy I want to make a series of acquisitions I need more capital Sell side M&A Valuations Vendor assistance Due diligence and separation I need to make disposals I need to refinance M&A Debt finance and due diligence Time Transformational growth strategy Insolvency advice Due diligence Transactions and Restructuring 15

16 16 Section or Brochure name Transaction Services Even in challenging economic times, business leaders need to consider transactions as a means of renewing and transforming their enterprises. High quality, professional advice assists you in completing successful transactions that can result from clear-eyed analysis, strategic focus and disciplined execution. This is where our professionals can make a difference. We can help you assess, plan and manage major transactions. Our services include: Buyer due diligence Vendor due diligence, financial data book, data room assistance Contract assistance Completion accounts and price adjustments Strategic commercial intelligence Buyer Due Diligence Buyer Due Diligence To help ensure the success of an acquisition, it is imperative that an appropriate evaluation of the risks and benefits of the proposed transaction is undertaken. Our team comprises dedicated professionals that have undertaken financial and commercial investigations (often referred to as due diligence) on targets across all industry sectors, to uncover such information on behalf of potential buyers. Our due diligence experience ranges from small local targets to many of the largest companies in the market. Our approach and track record has enabled us to advise on a majority of the largest transactions that have been completed to date in the Czech Republic. The financial due diligence process involves gathering, analysing and interpreting financial information. This is often performed in a phased approach depending on the transaction timetable and the availability of information from the target. Each investigation is unique and, together with the client, we aim to tailor the scope of our investigation to the target concerned. A typical investigation may cover past and current trading patterns, financial projections, products and market, customer base, competitive position, asset management, cash flows, taxation, human resources and accounting and IT systems. 16 Transactions and Restructuring

17 Section or Brochure name 17 Our results typically include the following: Analysis of the strengths and weaknesses of the target business Analysis of the strengths and weaknesses of the proposed transaction itself, including analysis of the key value drivers and expected synergies arising from the transaction Identification of issues that should be addressed in the course of negotiations Our investigation process has been developed over many years to provide you with: Information relevant to the deal that is key for you as potential buyers Reporting tailored to your needs Key issues and recommendations presented in a concise executive summary Mechanisms to achieve adjustments to the purchase price based on our findings Representation and warranties to be included in the share purchase agreement Post-implementation issues Such information is a crucial factor in final negotiations with the seller and helps prevent the discovery of unwanted surprises following acquisition. Transactions and Restructuring 17

18 Transaction Services Vendor Due Diligence 18 Transactions and Restructuring

19 Vendor Due Diligence Vendor-initiated due diligence is where the selling party requests due diligence to be conducted from the viewpoint of the prospective buyer. The findings are made available to all prospective buyers. Vendor-initiated due diligence makes the sale process easier to control and can help fuel competition among the bidders. Vendor due diligence is particularly suitable for use in auctions. Our professionals can produce a vendor due diligence report and make it available to prospective buyers as a basis of information on the company under review. What our services bring: Speeding up the sales process and simplification of contract negotiations Better control of the sales process Early identification of potential problem areas and risks that could present difficulties during the sales process Avoidance or reduction of price discounts that are often demanded on the basis of information risks Several bidders can take part in the procedure and thus help keep costs down Reporting Accountant s Services for Capital Markets We prepare private reports and public reports for inclusion in the IPO prospectus. These vary depending upon the circumstances and the agreed scope, but typically include: Long form report (due diligence) Commentary report and comfort letter on working capital Commentary report and comfort letter on financial reporting procedures Accountant reports for publication in the document on historical financial information and pro forma financial information (if required) Other comfort letters Financial Data Book A financial data book is used to present financial information concise and to the point. It is the job of the company s management to verify that the information presented in the data book is correct. Our professionals can: Prepare all the relevant information on the company in the form of a financial data book. This includes financial, commercial, operational and other information Tailor the financial data book to your needs; financial data books can vary in terms of detail and subject focus (e.g. financial or production/sales related information) Provide you with help in presenting the information in the data book to future investors and their advisors Data Room Assistance Data rooms are used in transactions where the vendor wishes to disclose a large amount of confidential data to proposed bidders, typically during the due diligence process. We can provide you with the support you need to prepare and implement a data room. Our professionals can: Advise you on setting up a data room Identify key information for prospective buyers Establish a virtual or physical data room Advise on a suitable timescale for publishing the information Help in preparing the information for the data room Review the information intended for the data room in terms of correctness and confidentiality prior to release Provide support in running the data room during the sales process What our services bring: Identification of key information for prospective buyers Professional preparation of existing information Professional scheduling of the entire process Transactions and Restructuring 19

20 Transaction Services Contract Assistance Completion Accounts and Price Adjustments Strategic and Commercial Intelligence Contract Assistance Corporate transactions often do not end with the signing of a contract. Follow-up negotiations and even disputes post-contract tie up valuable management resources and divert attention away from the essentials the integration of the acquired asset. Our professionals can: Advise on structuring acquisitions and sales from the financial accounting perspective Help protect against the contractual risks identified during due diligence; we structure the purchase agreement to your financial and economic advantage Apply their considerable know-how in structuring and designing contracts for numerous successful due diligence projects 20 Transactions and Restructuring

21 Completion Accounts and Price Adjustments Completion accounts are the financial statements as at the completion date, which are used as a basis for price adjustments defined in the transaction agreements. Our professionals can: Assist in preparing completion accounts; this assistance is provided with the objective of considering and providing evidence to defend against likely price adjustments from the counterparty following their review of the completion accounts Perform a detailed analysis of information underlying or supporting the completion accounts prepared by the counterparty Identify a range for settlement and assistance with negotiations Determine issues that may be reported with respect to the representations and warranties obtained according to the transaction agreements Strategic and Commercial Intelligence Our strategic and commercial intelligence team supports different services depending on your profile and objectives and how far in the transaction cycle the acquisition has progressed. Our professionals can: Help you understand the strategic, commercial and operational issues in businesses that you acquire Work with you extensively once the deal has been made to integrate the acquired target and secure synergies Assist vendors in preparing businesses for sale and reducing disruption to operations by providing buyers with independent due diligence Perform commercial due diligence and customer referencing Perform operational due diligence and operational upside identification Assess possible synergies Review and model your business plan Develop a market entry strategy and location analysis Provide integration services, including 100-day planning and Day One readiness Transactions and Restructuring 21

22 Contacts Alex Verbeek Jaromír Hořejší Maroš Holodňák Vladimír Velebný Partner in charge of Transactions and Restructuring in the Czech Republic and in Central and Eastern Europe T: E: Director T: E: Director T: E: Senior Manager T: E:

23 Pavel Falout Petr Kostinec Zbyněk Buš Vladimír Veleba Martin Mašát Director T: E: Senior Manager T: E: Director T: E: Senior Manager T: E: Director T: E:

24 The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation KPMG Česká republika, s.r.o., a Czech limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved. The KPMG name, logo and cutting through complexity are registered trademarks or trademarks of KPMG International. The reference to KPMG Czech Republic includes all companies associated with KPMG in the Czech Republic. Designed and produced by KPMG Česká republika, s.r.o. Printed in the Czech Republic January 2014