Transaction Services

Better preparation, better result.

Looking back, after more than 100 transactions have been negotiated, it is very clear to us that the sale of a company is the consequence of a well-conducted process, from preparing the company to negotiating the transaction.

Especially in Brazil, due to fiscal/labor complexity, exotic tax planning and lack of quality accounting/financial support, we find that the preparation phase is often neglected, greatly increasing the mortality rate of M&A transactions in the due diligence phase .

We present below the main advantages of an adequate preparation for the M&A process, as well as what would be the result of our work.

Main Advantages of Preparation

 Trading is often interrupted by fatigue.

Trading is often interrupted by fatigue.

We identify in advance any inconsistencies in the accounting/financial information, which reduces the time of the due diligence process.
 Due diligence, in the vast majority of cases, reduces the company's value

Due diligence, in the vast majority of cases, reduces the company's value

We identify potential points that generate loss of value and prepare the defense argument in advance, seeking to maintain the company's valuation.
 The buyer's auditor will only look for negative adjustments to EBITDA

The buyer's auditor will only look for negative adjustments to EBITDA

We help the client to identify favorable adjustments to the seller to be used in the negotiation (value capture).
 Great difference in expectations is generated after the conclusion of the buyers' due diligence

Great difference in expectations is generated after the conclusion of the buyers' due diligence

The correct treatment of EBITDA and Net Debt adjusted in advance allows us to reduce the difference in the company's expected value between sellers and buyers.

Result of Our Works

As a result of our preparatory work, we will issue a recommendation covering:
  • Degree of preparation of the company for an M&A/uptake process and the main problems identified that could hinder the process;
  • Preliminary calculation of adjusted EBITDA and Net Debt;
  • Potential difficulties faced if we engage in an M&A;
  • Suggestions for improvements to be implemented seeking to mitigate anticipated difficulties; and
  • The work may also include tax, labor and/or corporate reviews, depending on the client’s needs.

Main Services Provided

Accounting/Financial Diagnosis

Accounting/Financial Diagnosis

Analysis of the Company's accounting and financial information in order to identify any inconsistencies and preparation of preliminary EBITDA and Net Debt.
Tax/labor diagnosis

Tax/labor diagnosis

Analysis of the main procedures adopted by the Company for the calculation and payment of taxes and identification of potential tax/labour risks.
Identification of tax/labour credits

Identification of tax/labour credits

Existence of opportunities that can be implemented by the Company in these areas, bringing an estimate of the referred benefit/credit, when possible.
Identification of cost/expense reduction opportunities

Identification of cost/expense reduction opportunities

Existence of cost/expense reduction opportunities through tax information analysis software, enabling adjustment and improvement actions in the processes.
Monitoring of improvement plans

Monitoring of improvement plans

Monitor the work of implementing improvements in financial controls through fortnightly conference calls, providing support to the Company's senior management.