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Services 2021-06-30T20:21:43-03:00

MERGERS AND ACQUISITIONS

Astoria is experienced in executing assignments involving mergers, acquisitions and sales, as a result of the more than 50 years of combined experience of its founding partners. Strategic and financial advisory for M&A transactions is a highly technical a complex undertaking, which involves a high level of dedication and coordination to piece a large amount of variables, ranging from the deep understanding of the company and its current situation and that of its shareholders until the negotiation and structuring of all the elements necessary to successfully close the transaction. Astoria’s founding partners actively participate in all steps of the M&A process, which are briefly described below:

SELL SIDE

  • Understand and evaluate the objectives and needs of the shareholders
  • 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
  • Discuss the alternatives for a transaction
  • Confirmation / adjustment of the business plan that will support the projections used in the valuation exercise
  • 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
  • Identify a list of potential buyers and approach strategy
  • Preparation of the marketing materials of the sale process (information memorandum, management presentation, etc.) to present the company and its investment thesis to the potential buyers
  • Approach the potential buyers, previously selected with the shareholders of the company
  • Present summarized version of the investment thesis and send teaser containing a brief description of the acquisition opportunity
  • Execution of a confidentiality agreement, which will guarantee the confidential nature of the information which will be disclosed to potential buyers 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 buyers 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 buyers’ 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 buyers, 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 buyers (price and term of payment, treatment of contingencies, warranties, shareholders’ agreement if applicable, etc.)
  • Structuring of the format of the deal, jointly with the company’s legal counsel, which will seek the tax optimization of values to be received by selling shareholders
  • 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 buyers and their respective financial advisors, legal counsel, auditors and consultants
  • Negotiation and coordination of the sale agreements: sale and purchase agreement (SPA) and shareholders’ agreement, if applicable
  • Closing and signing of the definitive agreements and transfer of shares/financial resources between parties

BUY SIDE

  • Understand and evaluate the objectives of the company regarding the potential asset(s) to be approached/acquired
  • Deepen the understanding of the target-company(ies) and their shareholders
  • Discuss the company’s strategy (acquirer), and its organic growth alternatives vs acquisitions
  • Discuss approach strategy for target-company(ies)
  • Contacts with the shareholders of the target-company(ies), testing and incentivizing its interest in initiating a transaction
  • Understand the personal interests of shareholders of the target-company(ies) in order to maximize the incentives to execute a transaction
  • Interactions with management and sharholders of the target-company(ies) to obtain information for the next phases of the process
  • Development of a valuation model using the methodologies that best apply to the target-company’s situation (discounted cash flow), multiples of publicly-traded comparable companies and multiples of precedent comparable M&A transactions, subject to additional information and assumptions confirmation to to be obtained during the due diligence phase
  • Measurement and analysis of potential synergies between the target-company and acquirer, with the company’s executives and its consultants
  • Offer and negotiation strategy and execution of all steps necessary to successfully conclude negotiations with the shareholders of the target-company(ies)
  • Define conditions, necessary additional information and due diligence requirements to confirm/adjust the non-binding proposal to binding
  • Support to the company, its auditors, legal counsel and consultants in the data room and due diligence process
  • Detailing and confirmation/adjustment of the valuation model assumptions based on new information obtained during the due diligence process, including potential synergies to be targeted after the closing of the transaction
  • Structuring of the form for closing the transaction aiming at maximizing tax efficiency on the values to be paid by the company, with assistance of its legal counsel and auditors
  • Act as representative of the shareholders of the company to discuss the more sensitive issues, safeguarding the relationship between the parties
  • Coordination of the discussions between the company and the target-company, as well as its respective financial advisors, legal counsel, auditors and consultants
  • Negotiation and coordination of the definitive agreements: sale and purchase agreement (SPA) and shareholders’ agreement, if applicable
  • Closing and signing of the definitive agreements and transfer of shares/financial resources

CAPITAL RAISING

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

DEBT RESTRUCTURING

The financial restructuring of companies aims to reverse critical liquidity situations in the short term, adjusting the flow of payment to the cash flow generation capacity of the operations. Our founding partners participated in important liabilities restructuring operations, both for the financial viability of the clients’ cash flow and for the feasibility of mergers and acquisitions operations.

  • Understand and evaluate the liquidity position of the company and its detailed debt profile (bank debt, past due suppliers, tax, labor, etc.)
  • Deepen our understanding of the company and how its illiquidity situation affects its operations and business plan
  • Discuss alternatives for a transaction
  • Modeling and/or revision of a long-term business plan containing the current cash flow of the company as well as a detailed projection of all its financial liabilities with its creditors
  • Confirmation of the real ability to pay down debts and potential adjustments in the short term that can be implemented at the company to improve its liquidity situation
  • Modeling of an optimized projected cash flow to support the company’s operations which will serve as a basis to construct the restructuring plan to be presented and negotiated with creditors
  • Definition with the company of the form and order in which creditors will be approached
  • Contacts and interactions with creditors to present and discuss the restructuring plan
  • Negotiation of the best terms and conditions with each group of creditors, favoring the economic and financial situation of the company and its shareholders
  • Closing and signing of the definitive agreements of the debt restructuring