Deloitte Malta Financial Advisory Services January Independent Business Review The Deloitte methodology

Transcription

1 Deloitte Malta Financial Advisory Services January 2016 Independent Business Review The Deloitte methodology

2 The Deloitte story Deloitte drives progress. Our firms around the world help clients become leaders wherever they choose to compete. Deloitte invests in outstanding people of diverse talents and backgrounds and empowers them to achieve more than they could elsewhere. Our work combines advice with action and integrity. We believe that when our clients and society are stronger, so are we. This document has been prepared by Deloitte for the sole purpose of providing financial advisory services in relation to financing strategic investment objectives. Except in the general context of evaluating the capabilities of Deloitte, no reliance may be placed for any purposes whatsoever on the contents of this document or on its completeness. No representation or warranty, express or implied, is given and no responsibility or liability is or will be accepted by or on behalf of Deloitte or by any of its partners, employees, agents, or any other person as to the accuracy, completeness or correctness of the information contained in this document or any other oral information made available and any such liability is expressly disclaimed This document and its contents are confidential and may not be reproduced, redistributed or passed on, directly or indirectly, to any person in whole or in part without the prior consent of Deloitte.

3 Contents 4 The Deloitte restructuring approach 5 Our creditor advisory and IBR offering 6 Phase I - The business plan 7 Phase I - Value of the business plan process 8 Phase II - Stakeholder analysis, valuation and options 9 Creditor advisory - Key workstreams 10 Contingency planning is often critical 11 Project lead Deloitte Malta Financial Advisory Services 3

4 The Deloitte restructuring approach Restructuring Services (RS) works with Stressed to Insolvent businesses RS are delivered by partners with specialist situational skills and experience, working closely with our Consulting, Corporate Finance and Tax teams, to advise and support corporates directly, or their creditors, or investors. Performing Under performing Insolvent Consulting Strategy and operations Pensions and benefits IT systems Turnaround and performance improvement Portfolio lead advisory services CRO (Chief Restructuring Officer) services Financial restructuring Creditor and corporate advisory CBR/IBR (Business Review) Insolvency Contingency planning Debt advisory Fast track M&A Debtor led Valuations and CF advisory and real estate M&A and restructuring tax Credior led 4

5 Our creditor advisory and IBR offering The Deloitte business - Overview When the business is showing signs of stress/distress, it needs to be ed to assess its current state and be able to formulate robust restructuring advice. Such a takes form of: Company Business Reviews (CBRs) for PE s; and Management Independent Business Reviews (IBRs) for creditors. Extent of our scope may vary depending on who is the client and influence of banks Business plan + Stakeholder analysis and valuation/ options = Deloitte business CBR often restricts our scope to Business Plan, which is insufficient for creditors, although CBR providers are able to support Management through the restructuring process thereafter Deloitte Malta Financial Advisory Services 5

6 Phase I The business plan Business plan + Stakeholder analysis and valuation/ options = Modelling capability Management assessment Financial Specialists (tax, treasury, pensions, real estate, insurance) Operations Sector skills and experience Commercial Deloitte business (IBR or CBR) = Establishment a base line EBITDA and cash flow that everyone agrees is a basis for negotiating a restructuring and improves prospects for a robust restructuring and successful exit 6

7 Phase I Value of the business plan process Mitigates the risk that stakeholders will end up back at the table and increases the prospect of a robust restructuring and successful exit. Basis of Sector skills and experience Insights and intelligence Commercial Operations Modelling capability Stakeholder dynamics Management assessment Specialist teams as needed - tax, treasury, pensions, real estate, insurance, accounting Benefits Real multi-dimensional challenge to management forecasts: commercial, operational, financial Realistic set of post-vulnerability numbers to baseline and track future performance Risks/upsides are fully evaluated Close-up assessment of the business and strength/depth of its management team Reliable basis for valuation/options Business briefing facilitates communication to multiple stakeholder groups/syndicates IBR is much more than just an analysis of management s numbers Deloitte Malta Financial Advisory Services 7

8 Phase II Stakeholder analysis, valuation and options Business plan + Covenant evaluation Stakeholder analysis Stakeholder analysis and valuation/ options Contingency planning Business valuation = Capital structure Deloitte business (IBR or CBR) = Benefits: Determine potential outcomes for stakeholders Contingency planning to protect downside Recommendations on the optimal course of action for our clients Financial, tax and operational structuring advice A road-map to deliver preferred solution An effective IBR will identify the key issues for stakeholders and evaluate the full range of options, providing a reliable basis for our conclusions and advice to creditors 8

9 Creditor advisory Key workstreams Leveraging off our strategic, commercial and financial, bringing together a wide range of other skills to deliver robust restructuring advice. Valuations Value now and indicative value post implementation of the reorganisation plan Determine where value breaks Hence determines potential outcomes for all stakeholders Options Review and benchmark lender returns under all options Establish lender led option as alternative to sponsor/equity holder Develop lender solution to point where it can be implemented Delivery of solutions Delivery mechanism - consensual or non-consensual Assess rights of parties to the financing documents Commercial support to lawyers in delivery Modelling outcomes Financial and tax structuring Financial funding model to overlay post vulnerability trading plan Flex model to reflect funding structures, interest and equity shares Returns analysis to stakeholders to benchmark options Debt capacity and structuring advice Accounting / audit input to new structure Full tax steps and implementation exercise required Coordinationn/ leadership of stakeholders throughout the restructuring process Management team Identifying new management or alternatives to existing management Define roles going forward Structure Management Incentive Plan Pension negotiation Trustees obliged to seek elimination of deficits as soon as possible Debt restructuring potentially increases ability to service pensions Negotiate future funding profile before debt compromise M&A support Consideration of potential buyers Disposal of non-core activities Exit considerations Deloitte Malta Financial Advisory Services 9

10 Contingency planning is often critical Contingency planning may be required either as a discrete exercise, or as part of a wider IBR solution, providing financial stakeholders with an understanding of options and thus respective negotiating positions and leverage. Contingency options Stakeholder analysis Detailed contingency planning Solution through enforcement Business Plan Review or Consensual options Consensual negotiation/ advisory support Consensual restructuring Functional / sector specialists, operational and commercial due diligence, tax, valuations, etc. Benchmark for robust restructuring advice Evaluation of Stakeholder options including : -- Fall back contingency options; and -- Alternative consensual solutions Detailed Plan B analysis; In depth negotiation of consensual terms; Stakeholder and/or Project Management. Enforcement could be holdco/opco prepack Complex/ contentious insolvency Consensual could be through shareholder enforcement 10

11 Project lead Dimitrios Goranitis Banking Leader Tel: Location: Malta Background Dimitrios joined Deloitte Financial Advisory Services in Prior to Deloitte, Dimitrios was a manager in Transaction Advisory Services with Ernst and Young (Central and Southeastern Europe), an assistant director of M&A with Altium Capital Group (APAX Partners), senior manager with UBS Financial Services (New York) and VP of Business Strategy with Bear Stearns - JP Morgan (New York). Dimitrios has gained substantial AQR, Stress Test and NPL advisory experience by leading AQR and Stress Test engagements in Greece and Cyprus and participating in similar exercises in Spain. Relevant project experience AQR and Stress Test support to Malta Financial Services Authority / ECB - Full scope PMO and Quality Assurance of the country wide project in relation to three systematic banks in the country AQR and Stress Test of five tier 1 banks in Greece - Full scope Asset Quality Review of five tier one banks in Greece on behalf of Blackrock Advisory and European Central Bank. The extended to their international holdings in six countries in Eastern Europe, Switzerland, UK, and Turkey. AQR and Stress Test of two tier 1 banks in Cyprus - Full scope Asset Quality Review of five tier one banks in Greece on behalf of Blackrock Advisory and European Central Bank. The extended to Cypriot banks due to their significant exposure to the Greek market. Due Diligence and Valuation of two tier 1 banks in Greece - Full scope financial due diligence and portfolio valuation of two tier 1 banks in Greece on behalf of European Stability Fund (ESF) and Hellenic Financial Stability Fund (HFSF) in advance of recapitalization. Due Diligence Restructuring and Valuation of Proton Bank - Resolution and Liquidation of distressed lender s bad bank under Central Bank of Greece Due Diligence, Restructuring, Valuation and Sell side services of Agricultural Bank of Greece - Good bank buy side to Piraeus bank Non Core and Non Performing Loan Portfolio Advisory to undisclosed Bank - Full scope exit readiness strategy for French international Bank in Greece Sell side Non Performing Loan Portfolio Advisory to undisclosed Bank - Full scope sell side NPL for US international Bank in Greece and Bulgaria Sell Side on Non Core Subsidiaries of undisclosed Bank - Full scope sell side NPL for US international Bank in Greece and Bulgaria Buy Side NPL Advisory on Large Corporate portfolios for undisclosed buyer - Full scope buy side services for distressed debt UK Fund [multiple sellers in Eastern Europe] Loan restructuring Analysis (IBR) for Piraeus Bank and NBG - Multiple engagements Strategic Advisory to European Stability Fund /Hellenic Financial Stability Fund - Program Management Office, Vendor Relationships Management Deloitte Malta Financial Advisory Services 11

12 For more information please contact: Dimitrios Goranitis Banking Leader Deloitte Deloitte Place Mriehel Bypass Mriehel BKR 3000 Malta Tel: Fax: Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ( DTTL ), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as Deloitte Global ) does not provide services to clients. Please see for a more detailed description of DTTL and its member firms. Deloitte Malta refers to a civil partnership, constituted between limited liability companies, and its affiliated operating entities: Deloitte Services Limited, Deloitte Technology Solutions Limited, Deloitte Consulting Limited, and Deloitte Audit Limited. The latter is authorised to provide audit services in Malta in terms of the Accountancy Profession Act. A list of the corporate partners, as well as the principals authorised to sign reports on behalf of the firm, is available at Deloitte provides audit, consulting, financial advisory, risk management, tax, and related services to public and private clients spanning multiple industries. With a globally connected network of member firms in more than 150 countries and territories, Deloitte brings world-class capabilities and high-quality service to clients, delivering the insights they need to address their most complex business challenges. Deloitte s more than 225,000 professionals are committed to making an impact that matters. This communication contains general information only, and none of Deloitte Touche Tohmatsu Limited, its member firms, or their related entities (collectively, the Deloitte Network ) is, by means of this communication, rendering professional advice or services. Before making any decision or taking any action that may affect your finances or your business, you should consult a qualified professional adviser. No entity in the Deloitte Network shall be responsible for any loss whatsoever sustained by any person who relies on this communication For information, contact Deloitte Malta.