Our approach to providing corporate finance services includes ensuring transaction support at all stages of the deal.
We always take into account current market situation, industry-specific characteristics, investment and strategic goals of the client and identify attractive options for achieving such goals. We analyze key issues related to identifying existing and potential risks having impact on investors' decision to take part in the deal, as well as on its price and participation terms.
We also thoroughly scrutinize financial, tax and legal aspects of the deal and assist our client in negotiations and preparation of transaction documents. Our services are always client tailored and we take into account all specifics of the client's business and particular objectives of the deal.
Our professional experience and access to global resources of our international network enables us to support local as well as international deals.
Our approach to capital transaction support includes consideration of key issues involved in identification of existing and potential risks that have impact on investors' decision to purchase a company, as well as on the price and conditions of purchase. We also take into account financial, tax and legal aspects of the deal and assist our client in negotiations and preparation of transaction documents. Our services are always client tailored and we take into account all specifics of the client business and particular objectives of the deal.
Our services include:
- Identification of risks that have impact on the investment decision and value of the target business, including analysis of affiliated party transactions and identification of potentially questionable transactions
- Due diligence for buyers
- Due diligence for sellers
- Tax analysis
- Legal analysis
We also provide services related to counteragent integrity check and identification of potential fraud risks (for more details see Forensic section).
Our approach to providing M&A transaction support involves active participation at all stages of the deal. We take into account current market situation, industry-specific characteristics, investment and strategic goals of the client and identify attractive options for achieving such goals. Within the framework of supporting an M&A transaction, we engage corporate finance, tax and legal experts in order to take into account all aspects of the deal. Our professional experience and access to global resources of our international network enables us to support local as well as international deals.
Transaction support for sellers may include:
- Preliminary analysis of business and consulting on presales preparation issues;
- Preliminary valuation;
- Identifying potential buyers;
- Interaction with potential buyers in order to determine their interest in the deal;
- Presentation of the asset to potential buyers and assessment of offers received;
- Support during negotiations, signing and consummation of the deal.
Transaction support for buyers may include::
- Search for acquisition targets;
- Preliminary valuation of targets;
- Consulting on offer preparation issues;
- Support during negotiations and closing the deal.
In-depth knowledge of industry specifics and extensive experience in the sphere of financial consulting enable us to provide to our clients services related to business value analysis, as well as analysis of value of tangible and intangible assets for potential M&A transactions, business reorganization and strategic planning.
Our experts provide the following services:
- Independent assessment of the fair market price of the asset under various transaction scenarios;
- Building a financial model in order to determine if there is a need for attracting additional financing;
- Indicative analysis of financial status for seller, as well as for buyer.
When supporting a complex deal we collaborate with financial, tax and legal consultants, which enables us to apply a comprehensive approach to valuation.
Baker Tilly Russia experts are ready to assist you with attracting financing for existing investment projects, as well as for business development. We will analyze the company strategy and main risks, evaluate attractiveness of the project as a whole, and then identify the most suitable source of financing. If you are interested in implementing investment projects, our specialists will assist you with:
- analyzing the investment project from the point of view of its efficiency;
- structuring the project, drafting a strategy and development plan;
- analyzing potential risks and finding ways to mitigate them;
- preparing necessary documents.
Tax and legal experts from Baker Tilly Russia team provide our clients with comprehensive support on all tax and legal issues associated with M&A transactions, sale (partial sale) of company assets, restructuring of group of companies, as well as other M&A related issues.
We provide the following services:
- Identifying the most efficient legal framewоrk for the transaction
- Identifying and evaluating legal risks
- Preparing a package of transaction documents
- Interacting with government agencies regarding transaction document issues
- Assessment of tax consequences of planned transactions (agreements)
- Consulting on taxation issues related to M&A, liquidation of businesses
- Developing a tax-efficient corporate structure, including international tax planning
- Analysis of tax aspects of financial models.
Our team offers support services for business for the following types of restructuring caused by a change in strategic goals of the company, negative synergy from performed M&A, financial and operating needs, as well as by other reasons:
- Management buy-out;
- Spin-off: a separate legal entity is set up as a result - a subsidiary, in the capital of which shareholders of the parent company receive a share proportionate to their respective share in the parent company. The parent company receives no cash from such transformation;
- Split-up: the parent company splits into several companies after a series of divisions and ceases to exist;
- Divestiture: partial sale of the company to a third party generating for the seller cash or equivalent reimbursement;
- Carve-out: partial stock of a sub-division or subsidiary is offered for sale to general public;
Financial and tax due diligence
Baker Tilly Russia specialists were engaged by an international company to perform financial and tax due diligence of a local company, which is managed by the said international company.
As a result of procedures performed certain indications were uncovered of possible embezzlement by the local company management of company funds through transactions with affiliated entities, as well as by overpricing large-scale contracts.
As a result the client refused to buy this asset.
Financial due diligence of oil-and-gas companies
At the request of a foreign investment fund we performed financial due diligence of two oil-and-gas companies located in the territory of a CIS country.
As a result of due diligence procedures performed we identified low quality of the companies' accounting system, corporate governance and internal control system. The actual EBITDA was significantly decreased as a result of our due diligence.
All findings were reflected in the report provided to the client.
Comprehensive financial and tax review of an enterprise
A large venture fund engaged us to perform valuation and comprehensive financial and tax review of a plant manufacturing cable products and located in Moscow region. During the first phase of this assignment we performed comprehensive financial analysis, the results of which were used to adjust consolidated statements. The adjusted consolidated statements were used as the basis for subsequent valuation.
Within the framework of valuation procedures we applied several valuation methods - DCF (discounted cash flow) method, market method and net assets value method. Within the framework of applying the DCF method our specialists built a detailed financial model based on the financial review results, as well as on development forecast data for the cable products manufacturing industry. For forecasting purposes we took into account technological limitations effecting the plant's capacity, as well as specifics of its revenue mix. In addition, we used market and net asset value methods as indicative for the purposes of analysis of the cost amount obtained within the framework of the DCF method.
The results of the valuation and comprehensive financial expert review allowed us to conclude that the company assets barely cover its liabilities. This conclusion served as a point of departure for further negotiations.
Attracting investment for a business center construction project in Moscow
Our company provided services related to attracting $60 mln in investments from one of the largest transnational private equity funds for a class A+ business center construction project in the historical center of Moscow.
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