In general terms,

We support the CEO and management team in negociations with private equity, financial or strategic investors, in relation with

◼︎ reorganisation of shareholding structure or financial structure of the company

◼︎ participation in the company’s equity

◼︎ implementation of incentive plans linked to equity value creation or performance

In buy-out situations (LBOs),

Our services may include, pursuant to the management’s expectations …

◼︎ the initiation and preparation of a transaction

◼︎ the negociation and engineering of a transaction

◼︎ support throughout the LBO project, between initial investment and exit

◼︎ support at exit

NEGOCIATION AND ENGINEERING OF THE TRANSACTION

◼︎ execution of LBO financial model, modelling of financial structure and Management Package, assessment of various scenarios based on the management business plan, of the risk/return ratio of the LBO and of the financial instruments held by the management

◼︎ Negociation of the « Management Package » (economics of transfer of capital gain from financial investors to management)

◼︎ Negociation of the « Management Term Sheet »

▪︎ financial engineering for the implementation of the agreed economics (financing structure of the deal, financial tools held by the management, free shares, sweet equity, preference shares, options, etc…)

▪︎ contractual and statutory terms (governance, transfer of securities, anti-dilution, exit, leavers, etc…)

AT EXIT

◼︎ preparation and support throughout the exit process

▪︎ defining CEO and management strategy

▪︎ if appropriate, renegociation of Management Package

▪︎ review of contractual agreements and calculation of respective exit proceeds

▪︎ with the tax advisor, anticipation of necessary adjustments, if any