Expertise and transparency are essential to a business of a lifetime.
Analysis in depth, simplicity in dialogue
UNDERSTAND THE STEPS IN THE PROCESS:
Sell-Side
Planning for corporate interest sales
Buy-Side
Growth strategy through company acquisition
Sell-Side
Planejamento para venda de partições societárias
Buy-Side
Estratégia de crescimento através de aquisições de empresas
Sell-Side
SELL-SIDE METHODOLOGY ADVANTAGES
Business preparation "beneath the eyes of the market"
Access to capital for the expansion or to offers for buying the entirety of a business
Company's preparation "beneath the eyes of the market"
Relationship with Brazil's main investors and multichannels, as well as from around the world
Economic-financial evaluation of the entreupreneur's main asset: the company
Focus on operation and the day-by-day of business, avoiding being "swallowed" by the M&A theme
STEP - 1 | PREPARATION | 3 MONTHS
Information
• Survey of financial, accounting, operational and strategic information from the company.
Pre-Audit
• Pre-audit of numbers and reclassification, aiming for the research of real capacity for generating EBITDA.
Valuation
• Development of a financial model via discounted cash flow, aiming for the growth of the company for the next 10 years; • Analysis of related transactions and companies stock exchange-listed in Brazil and the world.
Intelligence
• Study of the market aiming for the development of the thesis for asset investment.
Conclusion
• Final report about the conclusion of Step 1: • Valuation; • CIM (computer integrated manufacturing); • Teaser; • Intelligence Panel;
STEP - 2 | NEGOTIATION | 3 TO 5 MONTHS
Investors' Mapping
• Global mapping of financial and strategic investors that have the profile of investment suitable for transaction.
• Prioritization of investor with best potential for the transaction.
Road Show
• Relationship with potential investors through the Teaser. • Investors interested in understanding better the transaction sign an NDA for confidentiality and receive the CIM and Financial Projection.
Q&A
• Round of questions and answers about subjects not mentioned in the initial materials, and arrangement of company visits.
Receiving of Proposals
• Analysis and standardization of variables in every proposal and presentation to the shareholder by the HAND crew.
Conclusion
• Final negotiation and signing of winner's proposal.
STEP - 3 | CONCLUSION | 4 TO 6 MONTHS
Due Dilligence
• The buyer will hire auditors to examine the company's information:
• Every aspect in the company in the last 5 years, from accounting, inspecting, working to legal, will be evaluated; resulting in a possible final estimation of eventual contingency.
Contracts
• Contract Elaboration of buying and selling that will guide all areas of the negotiation (and shareholder agreement in case the sale's not 100%)
• Some examples of addressed issues are payment method, price adjustment rules, transaction format, contingency and
rules of governance between shareholders - in cases of partial transaction.
Closing
• Amount receipt and exchange of corporate interest.
Buy-Side
BUY SIDE METHODOLOGY ADVANTAGES
Assertiveness in Decision Making
Complete and thorough mapping of potential targets via Big Data and Neural Network. Modelling to predict income, growth in staff number, number of partners, quality stamps, margins, valuation, etc.
Enhanced Speed and Security
The Active Strategy of market arriving enables the identification of all opportunities and simultaneous analysis of goals.
Better Predictability
Having a structured and specialized schedule enhances the predictability for creation of a business and budget plan.
Operation Focus Maintenance
Focus deviation by directory is common when handling the subject of M&A. Having your own staff makes task maintenance easier.
Confidence in Analysis
Specialized crew in mergers and acquisitions, with experience in banks of investment and private equity funds.
Imparcial Analysis
External crew, unbiased and no feelings involved, making easier to comprehend in a rational way, and the maintenance of relation between parts.
STEP 1 | MARKET MAPPING AND PRIORITIZATION | 3 MONTHS
Information
• Profile survey of desired targets for prospection.
Qualification
• Mapping and qualification of targets using big data analytics.
Study
• Study preparation about the segments' mapping, thesis of investment and multiple sectorials.
Intelligence
• Ranking of targets identified and creation of a panel of intelligence.
Conclusion
• Final report about conclusion of Step 1:
• Foundation of identified targets;
• Thesis of investment;
• Intelligence Panel
STEP 2 | STRATEGY, ANALYSIS AND NEGOTIATION | 2 TO 4 MONTHS
Approach
• Definition of the approach strategy in an individualized way for every selected target.
• Option for approaching many targets simultaneously.
• NDA signing and receiving of necessary information.
Information Analysis
• Financial, accounting, strategic and operational information analysis related to business (pre-due dilligence).
Valuation
• Development of a financial standard using discounted cashflow methodology, multiple sectorials' analysis (transactions and similar companies) for evaluation of companies in question.
Reports
• Complete material about each company, describing thesis of investment, financial and operational highlights.
Proposals
• Definition and negotiation of proposal for acquisition of target - Non Binding Offer (NBO).
STEP 3 | CONCLUSION | 4 TO 6 MONTHS
DueDilligence
• Accounting and legal diligence process monitoring.
• Understanding of Accounting, Legal, Labor, Environmental contingencies.
Contracts
• Definition and submission of related proposal (Binding Offer)
• Final negotiation of price, payment method, price adjustment, assurances, transition of other commercial variables.
• Monitoring during final contracts (SPA and SHA) and all interactions.*
Closing
• Final contract signing for buying and selling (SPA)
• Signing of the agreement between shareholders (SHA) - when applicable.
• Payment of agreed amounts and transference of corporate interest (Closing).
Analytical material development about the aimed market and their opportunities - development of a thesis of investment for a segment.
Comprehension of target-profile of acquisition and Big Data Analytics' tool usage for data mining, using "filters" for total addressable market and "relevance weight" for the rating of opportunities and the estimated evaluation of these targets.
After the rating of opportunities, an individualized analysis will be performed, considering, primarily, the synergies with the clients' business, defining the direct targets in approaching.
