MERGER AND ACQUISITIONS

Our Transaction Advisory Service team adopts a comprehensive approach, considering accounting, tax, regulatory, legal, management, and cultural factors essential to any transaction. We collaborate closely with management to formulate a strategy that is grounded in informed insights. Our services extend beyond merely coordinating various teams involved in the deal or negotiating its value; we also perform thorough financial and tax due diligence. Additionally, we ensure that the acquisition or merger is structured optimally to align with organizational objectives, specifically aimed at maximizing the value of the combined entity. Our expert team is dedicated to structuring the deal in the most effective manner.

In every M&A or private equity transaction, it is essential to address specific tax and regulatory requirements. These requirements primarily pertain to areas such as strategic acquisitions, divestitures, corporate restructuring, mergers, demergers, and the transfer of businesses or assets. Furthermore, particular criteria must be satisfied when managing capital reductions, buybacks, balance sheet adjustments, inbound or outbound acquisitions, share sales, or any other restructuring activities.

Establishing a clear strategy is vital for mitigating financial risks and ensuring compliance with regulatory standards. Our Transaction Services (TS) team is committed to assisting clients in identifying transaction-related risks, thereby fostering confidence in their strategic decisions. We diligently support you across a broad spectrum of topics, from deal negotiations to realizing synergies during integration. This guidance not only helps our clients build trust but also enhances their reputation in the market and increases their credibility with stakeholders.

Buy Side Advisory 

In the realm of financial advisory services, our offerings include:

• Transaction Strategy: It is imperative for both the company and the advisor to align on the transaction strategy to ensure its success. Leveraging our expertise and business insight, RCAS & CO. aids in evaluating potential transaction scenarios from a business standpoint.  
• Facilitating the discussion and finalization of the confidentiality agreement. 
• Initial assessment of the target: RCAS & CO.  supports stakeholders in collecting and analyzing data related to the target by conducting pricing analyses based on discounted cash flow, multiple approaches, and other market practices. 
• Comprehensive review and assessment of the financial information provided by the seller. 
• Development of a business plan that integrates forecasts from the seller with input from stakeholders. 
• Complete assistance during the preparation phase.

Sell Side Advisory 

Our financial advisory services encompass the following offerings: 

• Creation of a Teaser 
• Identification of prospective buyers or investors 
• Development of a process letter and Confidential Information Memorandum 
• Drafting a Non-Disclosure Agreement with the support of legal counsel 
• Engagement with Warranty and Indemnity insurance providers, aiding clients in deal finalization 
• Coordination of the due diligence process 
• Support in negotiations and closing, in collaboration with legal counsel.

Buy-Side Due Diligence

When finalizing an agreement, it's essential to thoroughly assess all financial and tax risks associated with the investment. Conducting impartial financial due diligence is crucial, as it examines and confirms all financial and strategic elements of the transaction. This process utilizes historical trading data to forecast future performance and ensures that no potential issues are overlooked. Additionally, it provides a sustainable EBITDA projection based on specific assumptions.

RCAS & CO. supports you in pinpointing key business drivers, key performance indicators (KPIs), value adjustments, and other critical factors. This approach ensures that you are well-informed when making decisions regarding the transaction.

Our services include:

• Enhancing Understanding: We deepen your comprehension of the target business, increasing the likelihood of the deal meeting its intended goals.
• Identifying Success Factors: We assist in recognizing and addressing essential success factors, leading to better decision-making capabilities.
• Leveraging Strengths: We highlight strengths within the process that can be leveraged for greater impact.
• Mitigating Risks: We identify and mitigate loopholes that could jeopardize profit-generating activities.

Our due diligence process covers: 

• Quality of Earnings (QOE) Adjustments: We assess sustainable EBITDA on a standalone entity level.
• Debt-Like Items: We identify significant off-balance sheet liabilities, such as commitments and contingencies, or other important factors that may influence value and materialize in the near term.
• Working Capital Analysis: We analyze working capital trends and adjustments, including the company's working capital levels, cash-flow implications of changes in working capital, benchmark estimations, and necessary adjustments to determine the normalized working capital needed for business operations.
• Tax Assessments and Litigation: We evaluate pending tax assessments and litigation from both direct and indirect tax perspectives.
• Indemnities and Warranties: We identify areas where specific indemnities and warranties may be required.

Vendor Support and Due Diligence

The primary distinction between vendor due diligence and vendor support lies in the fact that vendor support is exclusively designed for the vendor's benefit, whereas vendor due diligence serves the interests of potential buyers. Vendor support is particularly advantageous when prospective buyers are strategic investors. It can prove to be more effective than comprehensive vendor due diligence. Vendor due diligence is typically conducted by sellers to reassure buyers, especially when the potential buyers are Private Equity firms.

RCAS & CO can assist you by:

• Controlling the Sales Process: We grant vendors enhanced control over the sales process and the timing of the transaction.
• Providing Assurance: We offer purchasers increased assurance regarding the business's nature and characteristics.
• Enhancing Credibility: We enhance the credibility of the data and information presented in the sales memorandum.
• Maintaining Momentum: We ensure that the vendor maintains momentum and initiative throughout the sales process.
• Identifying Issues Early: We identify critical issues early on, allowing for the opportunity to "regroup and fix" without public scrutiny.
• Reducing Uncertainty: We mitigate uncertainty for financial buyers, which may lead to higher offers.
• Highlighting Value: We highlight potential advantages and clearly communicate the value.
• Minimizing Disruptions: We reduce disruptions to business operations and management, thereby saving time, money, and reducing stress.

At RCAS & CO. Consultants, we are committed to facilitating a seamless exit strategy for our clients. Our Business Closure and Exit Strategies services are meticulously crafted to ensure compliance with all legal requirements, minimize financial liabilities, and optimize returns during the winding-up process. Whether you are closing a business or exiting a project, we provide comprehensive assistance at every stage.

Our Services Include:

• Company Dissolution Management: We handle all necessary documentation, notifications, and legal formalities to ensure a compliant and efficient dissolution process, allowing you to focus on future endeavors without administrative burdens.
• Tailored Winding Up Solutions: Recognizing that each business scenario is unique, we offer customized support to address specific challenges, including creditor negotiations, asset distribution, and liability settlements, facilitating an orderly closure.
• Comprehensive Business Shutdown Support: Closing a business involves more than ceasing operations. Our services encompass employee terminations, lease negotiations, and asset liquidation, ensuring all aspects are handled professionally with minimal disruption.
• Asset Liquidation Guidance: We provide expert advice on asset valuation, sales strategies, and optimal liquidation methods to maximize returns while maintaining transparency throughout the process.
• Partner with Steer Ahead Consultants to navigate the complexities of business closure and exit strategies with confidence and ease.