Capital Raising 2018-03-26T20:50:16-03:00


With our deep experience and understanding of sell side processes combined with our vast access to private equity funds and global financial investors, we serve our clients who wish to raise capital (equity) to accelerate their organic growth plan and/or acquisitions.

Our work philosophy of providing sound and independent advice to our clients allows us to correctly evaluate the fit with the new partner, and if applicable, which type of investor best matches the profile of our client – we understand that in the sale of a minority stake to a financial investor there are several issues that have to be carefully considered prior to closing any form of partnership. Issues such as how much capital should be committed to the firm vs capital to be paid directly to selling shareholders, shareholders’ agreement, veto powers, setting specific roles in corporate governance among parties, besides many others issues are just a few examples of what has to be carefully and meticulously analyzed and agreed to during a capital raising process. Astoria’s founding partners actively participate in all phases of the capital raising process, a summary of which is described below:

  • Understand and evaluate the objectives and needs of the shareholders vs. new capital to be committed into the company
  • Deepen the understanding of the company and how it is positioned in its industry
  • Discuss the company’s strategy, its long term growth alternatives, as well as its threats and opportunities
  • Analysis of the strategic fit of each type of financial investor / private equity which will best adhere to the company’s and its shareholders’ needs
  • Discuss the alternatives for a transaction (sale of a minority stake vs. sale of control, understand the level of control that current shareholders wish to retain in the company after entry of the financial investor, etc.)
  • Confirmation / adjustment of the business plan that will support the projections used in the valuation exercise (on a pre- and post-money basis, considering capital to be committed by the financial investor)
  • Development of a valuation model using the methodologies that best apply to the company’s situation (discounted cash flow), multiples of publicly-traded comparable companies and multiples of precedent comparable M&A transactions
  • Develop the company’s investment thesis
  • Define and detail the structure of the transaction to be executed (capital to be allocated to the company vs. funds paid directly to selling shareholders)
  • Preparation of the marketing materials (information memorandum, management presentation, etc.) to present the company and its investment thesis to the potential investors
  • Approach the potential investors, previously selected with the shareholders of the company
  • Present summarized version of the investment thesis and send teaser containing a brief description of the invesment opportunity
  • Execution of a confidentiality agreement, which will guarantee the confidential nature of the information which will be disclosed to potential investors throughout the process
  • Provide buyers with the marketing materials, management presentations and guided visits to the company’s facilities, if necessary and applicable
  • Coordination and interactions with the potential investors to solve potential questions regarding the materials provided as well as to supply them with additional information, on a case by case basis, if necessary
  • Set a tentative schedule with all interested parties during the process and guarantee that it will be adhered to
  • Receipt of non-binding offers and selection of candidates that will be chosen to continue during the next phase of the process
  • Coordinate selected potential investors’ access to the data room with detailed information on the company, to be prepared and updated by the auditors and legal counsel to be engaged directly by the company
  • Advance discussions with potential investors, seeking value maximization and favorable terms and conditions to the shareholders of the company
  • Negotiate and define the main terms of the transaction that shall be reflected on the binding offers to be submitted by potential investors (company valuation, capital to be committed, resources to be paid to selling shareholders, if applicable, how contingencies will be treated, warranties, etc.)
  • Act as representative of the shareholders of the company in the discussions of sensitive topics, safeguarding the relationship between parties
  • Coordinate discussions between company’s shareholders and potential investors and their respective financial advisors, legal counsel, auditors and consultants
  • Negotiation and coordination of the definitive agreements: investment agreement, sale and purchase agreement (SPA) and shareholders’ agreement
  • Closing and signing of the definitive agreements

Contact Us

Av. Horácio Lafer, 160 – 6º andar
Itaim Bibi – 04538-080 - São Paulo/SP

Phone: (11) 3074-3560

Web: Astoria