Our Approach and Methodology
Our approach is based on meticulous anticipation and in-depth analysis of challenges, strategic negotiations with financial investors, and the effective and rigorous implementation of agreements. Our mission is to help you secure optimal conditions, whether financial, legal, or fiscal, while anticipating future challenges
Anticipation and Preparation
Anticipation and Preparation
With our in-depth market expertise and cross-disciplinary knowledge, we meticulously plan and prepare the negotiations with investors. We take the time to thoroughly understand your priorities and objectives to create tailored conditions and establish an initial proposal of financial simulations and term sheets, which we refine and adjust to your preferences through successive iterations
What We Do:
● Provide you with insights into market practices.
● Review your current situation and discuss elements to retain or modify.
● Financial modeling, based on your situation, of:
(i) the exit waterfall, including the cash-out while considering tax implications, and/or
(ii) your (re)investment and that of your teams in the new transaction, based on your group's business plan.
● Prepare term sheets that outline the desired positions regarding key rules, including:
○ Investment structuring and incentive mechanisms,
○ Governance,
○ Share transfer mechanisms,
○ Departure before an exit,
○ Tag-Along rights,
○ Drag-Along obligations.
Negotiation
Negotiation
We develop tailored negotiation strategies. We negotiate directly and simultaneously with all potential financial investors and their advisors. The negotiation momentum typically occurs between: (i) the first-round offers, which allow us to identify the shortlisted potential buyers for the second round and gain a clear understanding of the price range to refine our financial demands; and (ii) the submission of binding offers, during which exclusivity is usually signed with one of the potential buyers. At every stage of the negotiation, we guide you to make the best financial, legal, and patrimonial decisions.
What We Do:
● Provide you with insights into the approaches and cultures of various potential investors.
● Compare counteroffers from each potential buyer, including financial models and term sheets..
● Deliver a relevant analysis based on market practices and our benchmarks to help you assess your options..
● Negotiate and finalize term sheets and simulations with all potential buyers.
Implementation
Implementation
After the signing of the term sheets and once the acquisition is secured with one of the potential buyers:
● We present the transaction to the key shareholders involved, assisting you in implementing your investment and that of your teams.
● Simultaneously, we ensure that the final documentation is drafted and reviewed in alignment with the agreements outlined in the term sheets.
What We Do:
● Prepare an educational and concise presentation summarizing the financial, legal, and fiscal aspects, and organize informational meetings with your teams.
● Address questions from your teams through Q&A sessions.
● Guide you and your teams in executing your investments.
● Implement, if necessary, patrimonial restructuring before the transaction is finalized.
● Finalize negotiations on the final documentation, including shareholders’ agreements, put and call options, bylaws, financial terms and conditions of preferred shares, free share plans, and corporate mandates.
LBO Monitoring
LBO Monitoring
We can assist you after the completion of the LBO transaction in managing the MIP, which may include support during intermediate transactions such as refinancings and acquisitions to anticipate their impacts on the implemented incentive mechanisms. We can also help you manage the entry and exit of key executives during the LBO transaction.
What We Do:
● Financial modeling of dilutive/anti-dilutive impacts related to the intermediate event to optimally negotiate the structuring and implementation conditions of this event.
● Present the transaction to new joiners, conduct Q&A sessions, and assist them in implementing their investment.
● Explain to leavers the application of their contractual agreements and their implementation.