The challenge

After undertaking a strategic review of a number of its businesses in different markets, our client required third-party support to help define their divestment approach and then prepare and execute the transactions.

How we helped

Leveraging our deep carve-out expertise, a multi-disciplined team worked collaboratively to support the company, as it embarked on a journey through a highly complex review process. Our collective aims were to fully prepare the company for the bidding process and protect value in pricing negotiations.

Our teams provided the following services over an 18-month period, to support multiple transactions running in parallel:

Financial preparation 

  • Our output included comprehensive financial factbooks and data books to articulate the financial performance and position of each of the businesses and provide a full suite of detailed financial information to support bidder diligence
  • We worked closely with the company to understand each of the local businesses and their approach to financial reporting – allowing us to drive consistency across markets
  • We delivered a joined-up view of separation cost adjustments and potential synergy benefits for strategic bidders   
  • We supported the company’s teams through detailed bidder meetings  

 Operational separation 

  • We initially undertook a high-level assessment across all functional areas of the non-core businesses
  • We worked with local and central company management teams to prepare separation blueprints for each business
  • Once preferred bidders were identified, we supported detailed separation planning and preparation for deal signing and completion
  • We also developed transition service agreement (TSA) schedules and supported the formalisation of relevant long-term commercial arrangements (LTAs) 

SPA advisory 

  • We supported the company with the positioning of equity value-price adjustments and the financial aspects of the SPA
  • We worked closely with the company and its legal advisors to ensure the auction ran smoothly
  • After exclusivity was granted, we worked closely in agreeing on the equity value adjustments and the associated drafting in the SPA 

The result

Our extensive and hands-on support, including robust financial and operational planning, supported the successful divestments. The deal value was maximised through up-front assessment and mitigation of key issues and value drivers.

For more information, please get in touch with Matthew Woodgate, Carl Parker or Patrick O’Brien.

About our team

We help organisations to achieve their M&A goals, including buying, re-financing and divesting.

Matthew Woodgate

Matthew Woodgate

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