Corporate Finance

Equity Capital Raising

Businesses can require additional capital for a range of reasons, including funding new businesses or growing an existing one. We work with businesses to secure capital through arrangements that are strategically aligned with the goals of our clients.

Azets Ireland Corporate Finance can assist you to source the right capital at the right price – whether it’s for a new business or to grow an existing one, or to finance the commercialisation of technology or property developments.

We undertake regular discussions with a large number of investors including private, institutional and global organizations as well as private equity firms. These discussions give us excellent insight with respect to their investment appetites as well as their acquisition and divestment goals.

We have significant experience in advising clients on funding strategies at various stages of the business lifecycle including accessing capital from venture capital; private equity; family office and high net worth individuals plus many other sources.

We have excellent working relationships with a wide range of investors and financiers.

Our Services

We can assist in many areas of the capital raising process to improve your chances of a successful capital raising while also relieving your firm of the administrative burden of the process including:

• Valuation analysis and reports
• Assistance with preparation or refinement of business plans
• Preparation of financial models
• Assistance with preparation or refinement of financial forecasts and projections
• Advice on alternative funding structures
• Identify most suitable capital providers
• Appointment and management of other advisors
• Preparation of investment teasers
• Preparation of offer documents – Information Memorandum, Prospectus or Product Disclosure Statement
• Management of the overall investor/financier due diligence process (financial, legal, commercial, regulatory and HR)
• Negotiate with preferred investors/financiers
• Advice on the key terms of the funding agreement
• Management of the completion process

Azets Ireland Corporate Finance has a team of corporate finance professionals in key markets in Asia, UK & Europe, North America and South America. We work closely with these teams to access capital from offshore markets where appropriate.

Private Equity

Private equity funding is a common source of funding to enable you to accelerate the growth of your business, be it via organic expansion, acquisition, or industry consolidation.

Private equity funding is often overlooked as a potential source of funding to support business growth, but with the right support it can be a realistic option. Raising capital from private equity funds requires an advisor experienced in working with private equity funds. Azets Ireland Corporate Finance is experienced at assisting our clients to access private equity for organic expansion, acquisition of another business, industry consolidation or management buyouts. We have established relationships with a number of private equity funds, and we can facilitate introductions to these funds to smooth the process of negotiating and finalising funding arrangements.

Our Services

• Making the initial approach to private equity funds on your behalf
• Negotiating with banks and private equity funds with respect to debt and equity funding of transactions
• Assistance with debt and equity structures
• Assistance with the preparation of funding agreements
• Assistance in the preparation of shareholder agreements.

Successful private equity funding requires trust and transparency on all sides. Azets Ireland advisers have the experience and industry knowledge you need to support your search for funding and the finalisation of a robust agreement.

We can support you with securing new banking facilities by developing your business plan and a funding model to support negotiations with the bank. We also work with Companies to negotiate refinancing and to work through situations where a bank has sold a loan to specialist investors.

Taking the decision to sell your company is one of the most important financial and emotional decisions you will take in your life. Most company owners only ever get one opportunity to sell and make a secure and comfortable future for their family.

A carefully planned and executed acquisition can be an efficient way to achieve immediate growth and boost the value of your company.

Mergers & Acquisitions

When a company is looking at new opportunities for growth, mergers and acquisitions (M&A) are one strategic card they may be looking to play. However, as the market looks for the next ‘great deal’, organisations should take heed of lessons learnt from previous good and bad M&A transactions.

We undertake regular discussions with a large number of buyers and sellers including private, institutional and global organizations as well as private equity firms.  These discussions give us excellent insight with respect to their M&A appetites as well as their acquisition and divestment goals. 

Our team has provided lead advisory services on a wide range of M&A deals across many sectors and ranging from small bolt on acquisitions to larger mid-market acquisitions. 

We leverage our experience in providing valuation and financial due diligence services to ensure that our M&A advice incorporates technically sound valuation advice and rigorous analysis of financial due diligence issues.

Our Services

• Mergers and acquisitions advice
• Acquisition target search and screening
• Industry research
• Initial approaches to target companies
• Valuation advice and reports, including provision of formal valuation opinions where required
• Synergy analysis
• Advice on the acquisition structure
• Assist with acquisition funding
• Appointment and management of other advisors
• Management of the overall due diligence process (financial, legal, commercial, regulatory and HR)
• Conduct the financial due diligence process including preparation of financial due diligence reports
• Lead negotiations with the vendor or support the client as required
• Advice on the key terms of the acquisition agreement
• Management of the completion process
• Integration strategy and planning

Divestments

The sale of your business is often the realisation of many years’ hard work, focus and dedication. Yet only one opportunity arises to produce a good commercial outcome.

It is critical that you evaluate your options and plan the exit strategy well before you plan to sell. It is equally important to ensure that the business is prepared appropriately for sale. We outline all possible exit strategies to ensure your understanding of how buyers assess value. We also discuss the advantages, disadvantages, and likelihood of success for each divestment approach:

• Trade sale
• Management buy in/out
• Private equity sale
• Generational succession.

We will work closely with you to ensure that your business is sale ready by evaluating and advising you on:

• Stage of business development
• Financial performance of the business
• Growth prospects
• Competitive position
• Existing financial structure and position
• Financial reporting and forecasting
• Corporate structure
• Existing capital structure
  
  

Once the strategy is determined, we will help you work through:

• The structure of the transaction to maximise the proceeds received post sale
• Identification of potential purchasers
• Preparation of an information memorandum for distribution to interested parties
• Assistance in the preparation of a terms sheet
• Administration of the sales process
• Assistance during due diligence and hosting a data room
• Assistance during negotiation; and
• Administration of the sale and purchase agreement

The sale of a business requires a great deal of care and preparation. This preparation is essential to the marketing stage and vital to ensuring the accompanying documents are relevant and tailored to the specific requirements of potential purchasers. These elements are all important to ensuring the best possible outcome from the sales process.

Management Buyouts

Management buy-outs can result in positive outcomes for existing owners and management.

Azets Ireland Corporate Finance can provide assistance to both existing owners and their management at all stages of the buyout process.

While management buyouts are similar, legally, to any other capital raising or sale-of- company transaction, they have some characteristics that need particular care. Often the management team will be less familiar with the process of a company sale or capital raising.

Consequently, we provide the extra service and support needed to ensure a smooth transaction while allowing management to stay focused on running the business. On the other hand, MBOs generally require only limited due diligence and basic seller warranties due to the high existing understanding of the business amongst the buying managers.

Management Buy-Ins

Management Buy-Ins (MBI’s) are structured in the same manner as Management Buy-Outs, however they involve bringing a new external management team in to run the business as opposed to the existing management team. For this reason, they are less common.

Some MBOs involve a combination of the existing management team and new external managers.

Our Services

Areas in which Azets Ireland Corporate Finance offers assistance to both the selling owner and the purchasing managers during an MBO or MBI include:

• Outlining the objectives of the existing owners
• Facilitation of meetings to discuss the goals of owners and management and their personal situations
• Designing management incentive schemes which will maximise the value of the company for both sides including the implementation of performance hurdles and timeframes
• Managing the approach to the vendor (if unsolicited)
• Developing a tax effective and equitable structure for both parties
• Structuring a deal that will support the business into the future
• Facilitating meetings between parties to establish a shareholders’ agreement
• Sourcing bank or private equity funding if required
• Negotiating with banks or private equity funds to finance the purchase

Azets Ireland Corporate Finance has the experience, detailed knowledge and understanding needed to smooth the way for a successful transaction for all parties concerned.

Valuation

Valuations provide an important insight for companies at critical points in their life cycle – from financial reporting to introducing employee incentives, from securing additional funding to planning an acquisition or a sale, and from forming a new joint venture to the exit of a major shareholder, either amicably or in dispute. Our specialists provide trusted, independent valuations in all these situations. 

We are known for helping businesses identify and value intangible assets. We work closely with venture capital, private equity and family offices during their evaluation of investments. Additionally we provide entrepreneurs with valuations for transactions that may have tax consequences, such as share buy backs, tax advantaged share arrangements (CSOP & EMI), intellectual property transfers and restructuring transactions.

This is how we assist our clients:

Commercial valuations

We undertake valuations for exiting shareholders of a business – amicably or in dispute i.e. divorce, transaction pricing for either a sale or acquisition, articles valuations, Section 593 reports and fairness opinions.

We will work closely with you to ensure we gain a full understanding of the key drivers of the business, the associated risks, both internally and externally, and the opportunities available. This will allow us to build the valuation by linking to the most relevant market data available.

We use widely recognised valuation methods such as DCF and market multiples. Our rigorous approach means that we always seek to use a number of valuation techniques to act as a check against the primary method selected for the business type and ensure the outcomes are fully supportable.

We work closely with our and Transaction advisory specialists when required to allow full value insight into any transaction that our clients are negotiating or executing.

Tax valuations

We provide valuations for employee incentive share schemes including EMI, CSOP, growth shares, market value of assets for CGT or IHT purposes, share gifts, transfer pricing, transfer of intellectual property and restructuring. The involvement of our tax specialists ensures that you understand any tax consequences early on.

Our valuations are prepared for both HMRC and tax authorities in jurisdictions outside the UK where we work closely with our international network to give full insight into these jurisdictions. We have experience in successfully negotiating with the tax authorities on more complex matters.

Where valuations are not required to be submitted to HMRC for approval, we ensure you have a fully supportable valuation in case of a future HMRC enquiry.

Financial reporting valuations

We provide timely valuations of intangible assets, purchase price allocation, impairment reviews and net asset value (NAV) to meet your reporting needs.

We can work with you to prepare independent valuations for reporting purposes under both IFRS and FRS102. This can include the fair valuing of individual assets and employee share options to providing support for impairment reviews and calculations of suitable discount rates.

We also work with private equity and venture capital to assist with valuing unquoted investments. These can be challenging but we have the experience to ensure a supportable opinion is provided on the value.

Independent Expert Reports

Our team has extensive experience in providing independent expert reports for companies in a wide range of sectors.

Azets Ireland Corporate Finance assists with the preparation of independent expert reports (IERs) to ensure that a transaction is fair and reasonable with respect to the shareholders that are not associated with the transactions.

Our Services

Our team members have extensive experience in providing Independent Expert Reports for a wide range of transactions across many industries.

We have prepared reports with respect to:

• Takeover offers
• Merger transactions
• Related party transactions
• Share-based transactions in the public arena
• Share issues
• Share buybacks
• Compulsory acquisitions

Our Approach

Our IERs provide impartial and credible advice to shareholders. Reports are presented clearly and concisely, containing:

• A summary of the proposed transaction
• A statement of the purpose and objectives of the report, including a discussion on the presented opinion
• Analysis of the businesses involved
• A description of the relevant industries
• Detailed analysis of the proposed transaction, usually including a valuation of one or more entities
• An opinion on whether a transaction is fair and reasonable and in the best interests of shareholders.

Our experienced team prepares high quality, timely reports. We take our independence seriously and make sure we comply with all regulatory requirements.

This area includes matters such as due diligence reviews, financial investigations and dispute support services. Every corporate transaction typically involves some form of financial due diligence and we often work with other legal and accounting firms to collaborate on projects. Read more here.

Vendor Due Diligence

Vendor due diligence involves a detailed assessment and the preparation of an independent report on a company which is issued to interested parties during the initial sale process.

Vendor due diligence involves a detailed assessment and the preparation of an independent report on a company which is issued to interested parties during the initial sales process and can be legally relied upon by the ultimate purchaser.

For vendors, we provide:

• Early identification and detailed analysis of key risks and issues for potential purchasers. This gives the vendor the opportunity to ensure they can be mitigated or placed in the appropriate context prior to commencement of the acquisition due diligence process by potential purchasers
• Increased confidence for potential buyers through the presentation of a detailed financial due diligence report that reduces the cost and time associated for potential purchasers to due diligence.

Vendor due diligence can help to:

• Increase the number of parties that review the acquisition opportunity in detail
• Reduce transaction costs and streamlining the acquisition due diligence process for all bidders; and
• Potentially increased sale proceeds due to resolution/mitigation of key risk and valuation issues prior to the sale process commencing and the likelihood of more bidders in the sale process.

The Azets Ireland Corporate Finance approach to the Vendor Due Diligence process includes:

• Independent and detailed financial due diligence of your business
• Commercially focused advice
• Immediate feedback regarding issues as they arise
• Progress reports detailing key risks and issues
• Identification of the key drivers of the business
• Identification of key people and contractual issues
• Report on the significant risks (which may be able to be addressed prior to sale)
• Assistance through buy-side due diligence process
• Constant communication of findings throughout the process; and
• A complete independent report issued to interested parties.

Acquisition Due Diligence

Whether you are purchasing your first business or contemplating a strategic addition to an existing business, the importance of undertaking a robust due diligence process cannot be ignored.

Due diligence is an essential part of any business acquisition. Finance is ideally suited to provide a clear and authoritative review. For buyers, our team can conduct the comprehensive review you need to make a  well-informed decision about the viability of a proposed sale or purchase. Our independence, experience, commercial approach, attention to detail and objectivity provides increased confidence and supports clear decision making.

Our Approach

We can help you make a well-informed decision about the proposed acquisition through careful analysis of:

• Forecast earnings and cash flows
• Historical earnings and cash flows
• Working capital requirements
• Key business drivers
• Financial position
• Accounting policies
• Financial reporting systems and processes; and
• Tax compliance

We can also advise you on specific aspects of the sale agreement such as purchase price adjustment for working capital and net debt as well as the broader financial aspects of the agreement such as completion accounts or locked box mechanism. We will tailor our reporting to meet your requirements. This may be in the form of a short form report focused on the key issues and risk, a detailed long form report and/or an excel based data book.

We work with the Board/Senior Management to develop, clarify and refine the Company business plan. Working as impartial consultants we are often engaged by clients to challenge the management’s approach to growing their business and to bring our experience from working in different sectors and industries over the past 25 years. This type of work is often carried out in advance of a fundraising assignment or a group re-organisation.

Working together, we can investigate, design and build a robust financial model for your business.

Challenges

Important business decisions are usually based on financial models with forecasts.  Approximately 90% of financial models contain errors and may exclude key value drivers, which can result in misleading results. Over time most financial models evolve without well-structured design or integrity checks and often without documentation. Making minor changes can often take a long time and have unexpected consequences.

Our Solution

Working together, we can investigate the uncertainties of key business and market drivers, and underlying assumptions. We undertake proper planning in the design and build of the model for longevity, consistency, and practicality, and with a focus on the required outputs. We incorporate version controls and backups, rigorously test the model, build in checks, and protect parts of the model from users making unauthorised changes.

Azets Ireland financial modelling and decision support services help organisations reach their decisions regarding strategy, restructuring, financing (debt and equity), grant applications, capital expenditure, mergers and acquisitions.

We have experience in building a wide range of financial models from simple forecast models for smaller businesses to complex long term forecast models incorporating a wide range of inputs and assumptions for multiple businesses and markets.

Benefits

• Simpler analysis of complex issues
• De-risk decision making by identifying key drivers and their financial implications
• Facilitate sensitivity analysis of any input or variable
• Ongoing use of robust tailor-made financial models that can adapt as the business and/or markets change
• Improved visibility of potential future outcomes with our research and forecasting tools