Selling, acquiring, carving out, also under time pressure.
A transaction rarely succeeds at the negotiating table. It succeeds beforehand: through a sound set-up, through documents that anticipate questions, and by approaching the buyers who are genuinely suitable, not the list that can be put together quickly.
We support company sales, acquisitions and carve-outs. One focus is on transactions in special situations: sales in a crisis, out of insolvency proceedings and under time pressure. The process is different there, and it is precisely this experience that sets us apart from pure transaction advisers.
What you gain
- 1A process with a set pace. Whoever sets the timetable sets the negotiation. Without a structure, the buyer sets it.
- 2More than one interested party. Competition among bidders moves the price without the need for any argument.
- 3Dealbreakers on the table early. What comes to light in due diligence costs price. What has been cleared up beforehand costs nothing.
- 4Discretion. Buyers are approached anonymously, and the market only learns what it is meant to learn.
- 5Experience in special situations. In a crisis, different rules, different deadlines and different types of buyer apply.
Sell-side
A structured sale process follows a fixed sequence, the order of which is hardly negotiable:
Preparation. Preparing the figures, adjusting for one-off effects, identifying the value drivers, drawing up an anonymised teaser and a detailed information memorandum, setting up the data room. This is where the price is decided, not in the negotiation.
Approaching the market. Defining the buyer profile, that is strategic acquirers, financial investors, competitors, suppliers or customers along the value chain. Approach via the teaser, protected by non-disclosure agreements.
Offers and selection. Obtaining indicative offers, making them comparable and assessing them, not only by price, but by structure, certainty of financing and likelihood of completion. A high price alone does not make an offer viable.
Due diligence and negotiation. Support during due diligence, negotiation of the purchase price mechanism, earn-out, warranties and closing conditions.
Signing and closing. Resolving the open points through to completion.
Buy-side
In an acquisition, the work comes before the approach. A search profile that only names the industry and a revenue range produces meetings, not results. We sharpen the acquisition strategy (what the acquisition is meant to deliver: capacity, access to customers, technology, staff, region), derive a robust profile from it and identify suitable targets.
The approach is discreet and often made where no sale process is under way. Interesting targets are rarely on the market, they are approached.
After that: valuation, structuring, financing, due diligence, negotiation, and the question that is asked early too rarely: how will integration work after closing?
Sale in a crisis and out of insolvency proceedings
A sale in a crisis is not a normal sale process with less time. It is a different process:
Time is the scarce factor, not price. Liquidity sets the deadline, not the seller. Anyone who does not know this deadline is negotiating in a vacuum.
The circle of buyers is different. In addition to strategic buyers, investors specialising in special situations come into consideration, with their own speed and their own expectations of the documents.
In insolvency proceedings, the structure changes. The transfer of the business by way of an asset deal (übertragende Sanierung), in which the business operations are sold while the old liabilities remain in the company, is the standard case. Alternatively, a recapitalisation through an Insolvenzplan (the plan creditors vote on in German insolvency proceedings) is possible, often in Eigenverwaltung (debtor-in-possession management under Sections 270 et seq. of the German Insolvency Code).
A dual-track approach improves the chances. Running a sale process and a restructuring on the company’s own strength in parallel keeps both options open and improves the negotiating position in both directions.
The business must keep running. What is sold is a functioning business with customers and a workforce. A business that has come to a standstill is just inventory. This is why continuation of business operations and the sale process belong in the same hands.
Carving out units cleanly
If a business unit is to be sold that has never been run as a separate company, the work arises before the sale: what belongs to it, and what does not? Which contracts, which employees, which IT, which premises? Which services must the seller continue to provide on a transitional basis after closing?
We define the unit, make it ready for a transaction and arrange the transitional services so that the business keeps running up to closing and beyond.
