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OVERVIEW OF OUR TRANSACTION SERVICES
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What is a Transaction? 03
Acquisition 04
Funding 06
Exit 08
Stages of Funding 10
Our Experience 11
Pricing and Terms 12
Contact 13
STAGES OF FUNDINGWHAT IS A TRANSACTION? OUR EXPERIENCE PRICING & TERMS CONTACTACQUISITION FUNDING EXIT
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What is a Transaction?M&A, buyouts, LBO’s, MBO’s, private equity, venture capital, Series A, seed capital,
and myriad other terms are used to describe transactions that fundamentally
change the nature or course, and control, of a company. While there are many
differences among these types of deals, a common thread runs through all of
them. They are all strategic transactions that involve a change or shift in control
of a company and usually a corresponding shift in strategic direction.
Strategic transactions are seismic life-changing events that fundamentally alter a
company. They usually change not only who controls the company but also the
strategic direction the business will take. They sometimes take a private company
public, or vice versa, or make an independent company into a small subsidiary.
While full acquisitions are the most common strategic transaction, there are many
variations on the theme. However, all strategic transactions have a lot in common.
They all involve a substantial or total change in control and a large amount of
money changing hands.
They all involve buyers, who will want to learn a tremendous amount about the
business and understand it deeply. Finally, they all involve a seller, who is trying
to maximise the value of the business but also has other interests, including the
long-term partnership it may be entering into with the buyer and the fate not only
of its business but also of its employees.
STAGES OF FUNDINGWHAT IS A TRANSACTION? OUR EXPERIENCE PRICING & TERMS CONTACTACQUISITION FUNDING EXIT
We advise and support clients during pivotal transactions
crucial to their business, including:
Building value through asset
acquisitions to create new cash flows
Fuelling growth by arranging debt and
equity funding
Creating liquidity for shareholders
through an exit, trade sale or listing
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How We Work: AcquisitionGiven the combination of complexity and importance inherent in a strategic
transaction, such as an acquisition or a divestiture, it is well worth the investment
to develop the right capabilities and team to execute the deal well and efficiently.
Whether you are a buyer or a seller, developing the right capability to execute a
deal can not only ensure that the deal goes smoothly but also actually adds the
value it was intended to generate.
Saki Partners will assist you by pulling together the right team of advisers to
complement your existing management team and tailoring a process designed to
efficiently and successfully execute the transaction and deliver you results.
STAGES OF FUNDINGWHAT IS A TRANSACTION? OUR EXPERIENCE PRICING & TERMS CONTACTACQUISITION FUNDING EXIT
Buyer Seller
Deal
Process
Due
Diligence
Integration
Planning
Financing
Issues
Closing
the Deal
Valuation
The key stages in our process are typically:
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Integration Planning
• Linking due diligence to integration planning and
execution
• Developing strategies for integration issues, e.g. people,
technology, products, operations, brand, customers,
suppliers, etc.
Integration
Planning
Deal Process
• Determining the universe of acquirers (buyers in a
divestiture) or acquirees (targets in an acquisition)
• Making the approaches
• One-on-one negotiations
Due Diligence
• Building an internal team
• Identifying regulatory and compliance issues
• Understanding what the buyer needs to know
• Creation and maintenance of a data room
Financing Issues
• Cost of capital and sources of funds
• Raising capital as either debt and/or equity
• Paying in shares and earn-out arrangements
Valuation
• Identifying transaction comparables
• Discounted cash flow and financial modelling
• Relative valuations and internal metrics
• Understanding buyer and seller perspectives on valuation
• Identifying and quantifying synergies
Closing the Deal
• Planning media and industry announcements
• Creation of a transaction bible
• Finalisation of contracts and deliverables
• Evidencing the completion milestone
STAGES OF FUNDINGWHAT IS A TRANSACTION? OUR EXPERIENCE PRICING & TERMS CONTACTACQUISITION FUNDING EXIT
Buyers Preparation (Acquisition Only)
• Alignment to broader corporate strategy
• Board and management buy-in
• Building internal capability and selection of external
advisers
• Devising a process for identifying potential targets
• Planning the message and stakeholder communications
Sellers Preparation (Divestiture Only)
• Cleaning up the business or asset to make it more
saleable
• Setting expectations with stakeholders
• Identifying issues and strategies relating to employees,
technologies and processes
Buyer Seller
Deal
Process
Due
Diligence
Valuation
Financing
Issues
Closing
the Deal
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How We Work: FundingThroughout the life-cycle of every business, owners and managers will confront
critical milestones where external funding is required. Commencing with the initial
capital to fund its start-up, many businesses will require further external funding
to drive expansion and customer penetration. The timing of these milestones and
amount of funding required will vary with each business given unique factors
such as the capital intensity of the sector, the competition intensity of the market,
the unique business model and the company’s growth plans and expansion
strategies.
Saki Partners will assist you in developing and executing the most appropriate
funding strategy utilising a combination of;
• debt (such as asset financing, equipment leasing, commercial mortgage,
factoring, convertible notes, debentures) and/or,
• equity (such as ordinary shares, preference shares, hybrids, performance
rights and options).
In Australia, the Corporations Act 2001 (Cth) regulates the way a company can
make an offer of securities to investors and prescribes the types of disclosure
documents to be used (e.g. a prospectus or profile statement).
Saki Partners specialises in offers of securities that, under the requirements
of Chapter 6D of the Corporations Act, do not require disclosure to investors.
Our ‘exempt offer’ process focuses on targeting investors such as:
• Sophisticated Investors: those having net assets of at least $2.5 million or
gross income for each of the last two financial years of at least $250,000
(s. 708(8) Corporations Act), or,
• Professional Investors: a financial services licensee or having or controlling
gross assets of at least $10 million (s. 708(11) Corporations Act).
STAGES OF FUNDINGWHAT IS A TRANSACTION? OUR EXPERIENCE PRICING & TERMS CONTACTACQUISITION FUNDING EXIT
Deal Execution
Investor Approaches
Due Diligence
030201
Our exempt offer process typically involves 3 key stages:
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Stage 01: Due Diligence
Defining specifically what information the company will be sharing with potential
investors, and compiling information to support the valuation.
STAGES OF FUNDINGWHAT IS A TRANSACTION? OUR EXPERIENCE PRICING & TERMS CONTACTACQUISITION FUNDING EXIT
Deal Execution
Investor Approaches
Due Diligence
030201
Stage 02: Investor Approaches
Preparation and coordination of
presentations and other communications
to per-qualified potential investors.
Stage 03: Deal Execution
Assisting in negotiating terms
with investors and finalising the
completion of the transaction.
Potential investors typically include:
• High-net-worth individuals
• Family offices
• Regulated superannuation funds
• Financial planning groups
• Investment advisers
• Financial services licensees
• Institutional investment funds
• Private equity firms
• Stockbrokers
• Venture capital firms
• Real estate assets
• Regulatory and compliance permits
• Public relations and media
• Key management personnel
• Roles and experience of directors
• Business issues and industry trends
• Technological assets
• Customers
• Suppliers and key partners
• Details of products and services
• Accounting and tax issues
• Financial history
• Audit reports
• Accounting standards
• Financial projections
• Legal issues
• Material contracts
• Financial commitments
• Intellectual properties
• Assets and liabilities
• Ownership and share registry
• Environmental liabilities
• Valuation
• Insurance
Due diligence process typically involves collating evidence such as:
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How We Work: ExitIf choosing to acquire is like a battle, then choosing to sell is the entire war. It’s
the final decision that will close the books on the venture and the final scorecard
that will tally the success of the business. As such, the decision is usually long
fought and subject to a great deal of debate. This is as it should be. It is rare that
there is a specific point in time when it is clearly optimal to sell a company, and
so usually a judgement call must be made about likely future events including the
performance of the company, its competitors, the sector, availability of capital and
comparable valuations of industry peers.
STAGES OF FUNDINGWHAT IS A TRANSACTION? OUR EXPERIENCE PRICING & TERMS CONTACTACQUISITION FUNDING EXIT
Saki Partners will assist you in developing and executing the most appropriate exit
strategy, such as a;
• Trade Sale: where part or all of a company’s shares or assets are sold to a
strategic buyer (who intends to grow the business) or a financial buyer (who
wants to generate a financial return on their invested capital).
• IPO: an Initial Public Offering is a transaction in which the shares of the
company are listed on one or more stock exchanges and sold to institutional
and retail investors. IPO’s can be used to raise new equity and provide an
opportunity for founding shareholders and pre-IPO investors to exit.
Adviser Selection
Deal Execution
Exit Strategy
Buyer Approaches
Due Diligence
03 0502 0401
The key stages in our exit process are typically:
Stage 01: Due Diligence
Defining specifically what
information the company will be
sharing with potential buyers,
and compiling information to
support the valuation.
Stage 02: Exit Strategy
Defining the exit strategy
as a trade sale, an IPO or
combining it into a dual-track
process.
Stage 03: Adviser Selection
Appointment of legal, technical,
taxation, financial and other
advisers to support and advise
the transaction.
Stage 05: Deal Execution Assisting in negotiating terms
with buyers, including earn-out
arrangements, and finalising the
completion of the transaction.
Stage 04: Buyer Approaches Preparation and coordination
of presentations and other
communications to potential buyers
through a public tender process or
by confidential targeted approaches.
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Saki Partners assists you in tailoring a process to achieve an exit, coordinating the selection appointment of advisers, and project managing the transaction to completion.
The types of advisers typically associated with an acquisition or exit may include:
STAGES OF FUNDINGWHAT IS A TRANSACTION? OUR EXPERIENCE PRICING & TERMS CONTACTACQUISITION FUNDING EXIT
Strategic
Investors
Legal
Advisers
Auditors
Institutional
Investors
Investment
Banks
Company
Secretary
Board of
Directors
Taxation
Advisers
Patent
AttorneysUnderwriters
Retail
Investor
Networks
Geologists
& Scientific
Experts
Media & Public
Relations
Advisers
Independent
Experts
Investigating
Accountants
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Stages of FundingPre-Seed
A typical pre-seed round sees a founding team receive a small
investment to fund the achievement of one or more of the milestones
such as hiring a critical team member, obtaining a licence, or
developing a prototype product.
01 03
02 04
Typical Amount < $1 Million
Typical Company Valuation $1-3 Million
Common Investors Founders, friends and family, early-stage angels, start-up accelerators
Typical Amount > $2 Million
Typical Company Valuation $3-6 Million
Common Investors Angels, early-stage VCs, start-up accelerators
Seed
Capital from a seed round often fuels a start-ups move beyond its
founding team, funds product development, and in some cases, even
facilitates early revenue generation.
STAGES OF FUNDINGWHAT IS A TRANSACTION? OUR EXPERIENCE PRICING & TERMS CONTACTACQUISITION FUNDING EXIT
Growth Capital
By this point, a start-up is expected to have clear and growing evidence
of product or service acceptance which translates into revenue growth
from new customers. The business should also be starting to show
stability in operating metrics.
Typical Amount > $5 Million
Typical Company Valuation $10-15 Million
Common Investors VCs, sophisticated and professional investors
Pre-IPO
Pre-IPO rounds are used to fund large-scale expansion, like moving
into a new market (commonly international expansion), or to fuel
acquisitions of other businesses and ultimately readying the business
for a liquidity event such as a trade sale or IPO.
Typical Amount > $10 Million
Typical Company Valuation $50 Million
Common Investors Late-stage VCs, private equity firms, investment banks
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Our ExperienceSaki Partners has advised clients over a broad spectrum of sectors including; manufacturing, mining, entertainment, technology, financial services, agriculture,
not-for-profit, higher education, sovereign governments, and emerging markets.
Here are a few examples of the range of transactions that forms part of our experience:
Strategic investment strategy
USD $10B
Vertical integration of supply
chain $6M
Acquisition of US-based Mach7
Technologies $60M
Convertible note issue of $2M
Cross border asset sale $3.6M
Sophisticated investor placement
$3.3M
Debt syndication of $13MGrowth funding for
start-up $5MTrade sale to listed
competitor $20M
Asset financing agreement $4M
Seed capital for start-up $1M
Entitlement offer $20M
Institutional placement $2.5M
Initial Public Offer $25M
Advising on sovereign bond issue
USD $1.5B
KUWAIT INVESTMENT AUTHORITY
CONFIDENTIAL
3D MEDICAL KNEOMEDIA
ANIMOCA BRANDS
ANIMOCA BRANDS
CRK PROPERTIES
CONFIDENTIAL CONFIDENTIAL
CONFIDENTIAL
CONFIDENTIAL
SKYDIVE THE BEACH
MACH7 TECHNOLOGIES
SKYDIVE THE BEACH
GOVERNMENT OF MONGOLIA
GOVERNMENT
M&A DEBT FUNDING EQUITY FUNDING EXIT, TRADE SALE, IPO
PRIVATE
LISTED
STAGES OF FUNDINGWHAT IS A TRANSACTION? OUR EXPERIENCE PRICING & TERMS CONTACTACQUISITION FUNDING EXIT
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Pricing & TermsSaki Partners works with business owners and senior executives on sensitive
strategic and financial issues.
It goes without saying that many business decisions need to be handled with
discretion. We will treat your dealings with the utmost sensitivity and guarantee
that they always remain strictly confidential.
We can work on a project-to-project basis, as fixed term consultants or join your
company and become ‘part of the family’ through a directorship or nominee role.
Our appointment is on an exclusive basis and we will pull together a team of other
experts and advisers to assist you as required.
Our fees vary depending upon the scale and complexity of each transaction and
generally comprises both a fixed retainer and a success-based component.
Fixed Retainer: A fixed project management retainer throughout the
duration of the transaction
Success-Based Fee: In the range of 6% to 8% of equity capital raised
In the range of 1% to 2% of debt funding raised
In the range of 2% to 4% of value for an M&A or exit
Tax and Legal Advice DisclaimerSaki Partners (and its directors, officers, employees and affiliates) do not provide tax, legal or
accounting advice. Any material provided to you is prepared for informational purposes only, and is
not intended to provide, and should not be relied on for tax, legal or accounting advice. You should
consult your own tax, legal and accounting advisers before engaging in any transaction.
STAGES OF FUNDINGWHAT IS A TRANSACTION? OUR EXPERIENCE PRICING & TERMS CONTACTACQUISITION FUNDING EXIT
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ContactCONTACT SAKI PARTNERS
Saki Partners (Services) Pty Ltd
ABN 60 618 836 892
Suite 2702, 18 Park Lane
CHIPPENDALE NSW 2008 AUSTRALIA
Telephone: +61 2 8011 0422
Email: enquiries@sakipartners.com.au
Web: www.sakipartners.com.au
STAGES OF FUNDINGWHAT IS A TRANSACTION? OUR EXPERIENCE PRICING & TERMS CONTACTACQUISITION FUNDING EXIT
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ABOUT CHIPPENDALE
Saki Partners is located adjacent to Sydney’s CBD in Chippendale – a place of creativity, cutting-edge architecture and cool cafes. More recently, Chippendale
has become known as one of the key creative arts districts of Sydney and is host to many creative events each year.
Chippendale is centrally located within Sydney’s higher education research precinct and is bordered by The University of Technology, the University of Sydney,
The University of Notre Dame Australia, Australian Technology Park Sydney as well as the Sydney campuses of Curtin University and The Boston University.
REFERENCES
Berk J., De Marzo P., Harford J., Ford G., & Finch N., (2010), Fundamentals of Corporate Finance, Pearson Education, Sydney
Carlin T. M., Finch N. & Ford G., (2007), Mergers and Acquisitions: Current Issues, Palgrave McMillan, New York
Frankel M., (2005), Mergers and Acquisitions Basics, John Wiley & Sons, New York
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