Sell side services

Vendor initiated due diligence is at the heart of maximizing value and minimizing disruption. We assist clients from initiation to completion, driving the achievement of a fully priced and clean divestment. Our core sell side services include vendor assist services and vendor due diligence.

Vendor assist services optimise efficiencies in the disposal process via the provision of a coordinated suite of services, tailored to our clients’ needs to complement existing skills and resources, identifying and addressing the challenges faced prior to and throughout the disposal process.

What we do

Our dedicated transaction services professionals provide an integrated offering utilizing the wealth of sell side experience across the firm. Working closely with our clients, we identify and resolve issues in the divestment process and offer a suite of vendor assist services specifically tailored to the requirements to achieve an optimal outcome for our clients.

How we can help

We offer assistance at every stage in the disposal process but our involvement can be as limited or as extensive as the situation demands. This maximizes our added value, whilst minimizing cost and ensuring our clients do not spend money on services they are able to perform themselves. Examples of our services include, but are not limited to:

• Portfolio review;
• Transactional readiness review;
• Project management;
• Separation planning and implementation;
• Commercial/operational review;
• Sales purchase agreement support;
• Tax review and structuring;
• Financial reporting procedures and transaction advisory; and
• Treasury support

Vendor due diligence is ideal when there is competitive tension and a number of potential acquirers. Our reports provide a consistent report and data set, whilst maintaining a robust and independent view in order to instill confidence in the potential buyers.

What we do

Our experienced sell side professionals are adept at providing vendor due diligence services across a wide range of industries and clients. With professionals based in the ME and access to global expertise, our guidance can be tailored to best suit the specific requirements unique to each divestment.

Working closely with our clients, we provide a vendor due diligence product, which enables them to retain control of the process and reduce disruption to the existing business. Our vendor due diligence offering can cover a number of areas depending on the needs of both the vendor and bidders. This typically includes financial (historical and future), tax, operational, commercial and strategic.

How we can help

Vendor due diligence is key to a sale process in the following scenarios:

• The nature of the transaction means that due diligence will be a pre-requisite for any bidder;
• There are a number of potential purchasers involved in an auction process;
• The timetable is tight and the maintenance of confidentiality is important;
• Disruption to the business is to be avoided; and
• The transaction is complex in nature and you wish to control the level of questions/information requests from potential purchasers.

Considering and ultimately deciding to make the transition to a public company requires significant effort from many parts of a business. Our dedicated team supports clients at every step of the journey both before and beyond the IPO – choosing the appropriate market for listing, preparing the business, executing the public offering and ultimately, establishing themselves as a public company.

The following are some key questions and issues, which require consideration from management and shareholders of a company considering an IPO:

• If the rationale behind your IPO is to raise equity capital, have you considered all alternative strategies and which exchange to use?
• Are you sufficiently familiar with the listing process and roles of the various advisors in the process (e.g. banks, accountants, lawyers, etc)? Have any of these advisors already been appointed?
• Do your information systems support the high quality management and financial reporting information as required for a public company?
• Have you prepared a business plan in the light of your business being a public company; and have you articulated the use of IPO proceeds, considered their proposed dividend policy, etc.?
• Have you prepared a sufficiently robust and integrated valuation model that incorporates your cost of capital, can be flexed, can test applicable banking covenants and provide projected cash positions?

How we can help

Our dedicated professionals provide our clients with a wide range of services to support them in their IPO. This includes, but is not limited to:

• Perform an IPO readiness review to assess the existing financial reporting, business controls, corporate governance and management information systems, and address any deficiencies;
• Due diligence on the business to be listed (financial, tax, operational, commercial, environmental, insurance and IT areas) to assist in drafting key sections of the investment circular;
• Reporting accountants (historic financials, working capital);
• Provide financial modeling services to generate a robust business plan, fit for purpose for an IPO; and
• Independent assessment of valuation.

Whether selling a business and wanting to achieve a clean exit at a predictable price, or buying a business and seeking appropriate protection in place if the target’s financial position is not as expected, the financial terms of the Sale and Purchase Agreement (SPA) are key.

We develop contractual solutions to accounting and commercial issues, advising clients on the appropriate pricing mechanism and recommendation of accounting policies, warranties and indemnities.

What we do

We advise our clients on the accounting aspects of SPAs. Working closely with the core Deloitte team and lawyers, we provide support throughout the SPA drafting and negotiation process, identifying commercial issues early and ensuring these are appropriately reflected in the SPA so that they can be converted into real value.

How we can help

Whenever you are doing a transaction, our teams can assist with:

• Making a structured offer at the commencement of the deal
• Structuring the purchase price adjustment mechanism in the SPA;
• A “Locked Box” mechanism;
• Agreeing net asset or normal working capital targets;
• Accounting hierarchy / policies and definitions for the completion accounts;
• Leakage protection; and
• Accounting warranties and indemnities.