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1. 1GRUBISIC & Partners M&A - Capital raising - Valuation - Due diligence - Financial advisory
GRUBISIC & Partners
CORPORATE FINANCE
FINANCIAL ADVISORY SERVICES WITH SPECIAL EMPHASIS ON ...
(i) Sale of Companies and Asset Disposals (ii) Capital Raising (iii) Acquisition of Companies
Including Financial, Tax and Legal Due Diligence (iv) Valuation (v) Financial Analysis and
Restructuring (vi) Evaluation of Strategic Options
2. GRUBISIC & Partners
CORPORATE FINANCE
www.grubisic-partneri.net
2
It’s not about being smarter
than the rest – it’s about being
more disciplined
3. GRUBISIC & Partners
CORPORATE FINANCE
www.grubisic-partneri.net
3
Content
GRUBISIC & Partners – Scope of Services 4
Membership in M&A Worldwide 5
Financial Analysis and Valuation 8
Company Sale or Recapitalization 14
Acquisition and Due Diligence of Target Company 19
Financial Restructuring 27
Evaluation of Strategic Options 29
Selected Clients 33
Team 35
Contacts 40
4. GRUBISIC & Partners
CORPORATE FINANCE
www.grubisic-partneri.net 4
Focused on Corporate Finance
Experts in Corporate
Finance
Sale of Business1
Project management and financial
advisory in sale process including:
Transaction structuring
Preparation of teaser and
information memorandum for
investors
Valuation of business
Identification and communication
with potential investors
Analysis of non-binding offers
(term sheets)
Organization of due diligence
Advisory during negotiation phase
Assistance in fulfillment of
conditions precedent
Transaction closing
Acquisition of Business2
Project management and financial
advisory in acquisition process
including:
Identification of appropriate
targets
Analysis of targets and initial
valuation
Structuring and preparation of
term sheet (non-binding bid)
Performing financial and tax due
diligence
Coordinating work of other
advisors on transaction
Preparation of final valuation
Advisory during post due diligence
negotiation
Capital Raising
Raising debt or equity capital for
expansion or restructuring purposes.
Indicative order of capital sources
from cheaper to more expensive:
Bonds
Collateralized loans
Non-collateralized loans
Subordinated debt
Convertible debt
Preferred shares
Ordinary shares
Valuation
3
4 Financial and Tax Due Diligence
Detailed analysis of revenue and costs
Detailed analysis of assets
(receivables, inventory, long term
tangible and intangible assets)
Detailed analysis of liabilities
(suppliers, state, creditors, other
liabilities)
Determination of profit margins per
product and service categories,
seasonality, anomalies and
normalization of operating profit
Analysis of cash flow
Quality of accounting practices
Identification of tax risks
5 Financial Restructuring
Preparation of detailed financial
model with business projections in
different scenarios
Identification of areas and measures
for cost optimization, treatment of
non-operating assets and other
measures needed to improve
company’s cash flow
Presenting restructuring plan to
creditors and debt restructuring
Bringing investors to perform
recapitalization and/or refinancing of
existing liabilities
6
Some of the reasons for valuation
include preparation for
recapitalization or sale, exit of one of
the partners from ownership, pledging
shares as collaterals, etc.
Fundamental valuation method is
based on discounted future cash flows
(DCF method) requiring detailed
projections of income statement,
balance sheet and cash flow
Methods used to check soundness of
results received from DFC method
most often include valuation based on
trading multiples and transaction
multiples
Evaluation of Strategic Options7
Entrance of strategic or financial
investor
Sale of a company or acquisition of
other businesses
Choosing financing structure
Debt restructuring / refinancing
Merging companies or spinning off
parts of existing business
Transfer of ownership
Treatment of non-operating assets
Investment decisions and change in
product and service portfolio
Modelling and simulation of scenarios
5. GRUBISIC & Partners
CORPORATE FINANCE
www.grubisic-partneri.net 5
Membership in M&A Worldwide
Membership in M&A
Worldwide – 45 members
around the globe
GRUBISIC & Partners were admitted as full
member of M&A Worldwide in November 2012
M&A Worldwide is on of the 4 leading global
associations of independent firms specialized for
mergers & acquisitions
As of 2015, M&A Wordwide counts 45 member
firms allowing maximum utilization of local
contacts and know-how of each respective
member in its domestic market
Membership in M&A Worldwide brings the
following benefits for GRUBISIC & Partners and
our clients:
• Easy identification and access to relevant
strategic investors
• Utilization of global network with strong local
presence and reach of partner firms in their
respective home markets resulting in strong
synergies
• Unique knowledge and expertise of all
partners often coming from Big 4 firms,
investment banks and private equity funds,
thus assuring that there is no transaction type
or industry where member firms do not
possess adequate experience
• Enrollment of senior partners throughout the
whole transaction process
Countries with member firms
In 2014 members of M&A Worldwide have completed 223 transactions with
total value of EUR 3,6 bln, of which:
77 transactions were sell-side mandates
69 acquisition transactions
55 capital raising projects
22 other transactions
6. GRUBISIC & Partners
CORPORATE FINANCE
www.grubisic-partneri.net 6
Members of M&A Worldwide (1/2)
Members of
M&A
Worldwide
# Country Partner Web page
1 Algeria Emergence North Africa Partners emergence-nap.com
2 Australia Johnsons Corporate Pty Ltd. www.johnsonscorporate.com.au
3 Baltic Countries United Partners www.unitedpartners.ee
4 Belgium Omnicap www.omnicap.eu
5 Brazil Cypress Associates do Brasil www.cypressassociates.com.br
6 Bulgaria Transacta OOD www.transacta.bg
7 Canada Focus LLC www.focusbankers.com
8 China Morgen Evan Advisory Services Ltd. www.morgenevan.com
9 Croatia GRUBIŠIĆ & Partners www.grubisic-partneri.net
10 Egypt FinCorp Investment Holding www.fincorpinvestment.com
11 Finland Armatori Corporate Finance www.armatori.fi
12 France Linkers Fusions & Acquisitions www.linkers.fr
13 France MBA Capital www.mbacapital.com
14 Germany ACTIVE M&A Experts GmbH www.active-ma.com
15 Germany S & P Mergers and Acquisitions www.s-and-p.de
16 Great Britain Bluebox Corporate Finance www.blueboxcfg.com
17 Great Britain Rickitt Mitchell & Partners Limited www.rickittmitchell.com
18 Hong Kong SCS Global Consulting (Hong Kong) Limited www.scsglobal.co.jp
19 Hungary International Mergers & Acquisitions www.intermerger.eu
20 India Corporate Catalyst India Pvt. Ltd. www.cci.in
21 Israel MnA Team www.mna.il
22 Italy Avvalor Corporate Solutions Srl www.avvalor.com
23 Italy Bridge Kennedy International Srl www.bridgekennedy.it
24 Japan SCS Global Consulting KK www.scsglobal.co.jp
25 Luxembourg T & T Merger & Acquisition Transactions www.t-tmergersandacquisitions.com
26 Malaysia SCS Global Advisory (M) S/B www.scsglobal.co.jp
27 Mexico Corporate Finance Services Mexico www.cfsm.com.mx
7. GRUBISIC & Partners
CORPORATE FINANCE
www.grubisic-partneri.net 7
Members of M&A Worldwide (2/2)
Members of
M&A
Worldwide
Recent
Conventions
Bordeaux, France - May 2014 Shanghai, China - November 2015istanbul, Turkey - May 2015
# Country Partner Web page
28 Morocco Actipar Sarl www.actipar.ma
29 Netherlands Aeternus Corporate Finance www.aeternuscompany.nl
30 Netherlands T & T Merger & Acquisition Transactions www.t-tmergersandacquisitions.com
31 Norway DHT Corporate Services AS www.dht.no
32 Poland Capital One Advisers www.capitalone.pl
33 Poland JP Weber Sp. z o.o. www.jpweber.com
34 Romania FRD Center www.frdcenter.ro
35 Russia RMG Partners www.rmg-partners.ru
36 Saudi Arabia AMWAL FINANCIAL CONSULTANTS www.amwal.com.sa
37 Singapore SCS Global Holdings Pte Ltd www.scsglobal.co.jp
38 South Africa IBN Business Solutions www.ibn.co.za
39 Spain ARS Corporate Finance Advisors SL www.arscorporate.com
40 Sweden Stockholm Corporate Finance AB www.stockholmcorp.se
41 Switzerland adbodmer capital www.adbodmer.ch
42 Tunisia Emergence North Africa Partners emergence-nap.com
43 Turkey Crossborder Corporate Consultancy www.crossborder.com.tr
44 USA Focus LLC www.focusbankers.com
45 USA Morgen Evan Advisory Services Ltd. www.morgenevan.com
9. GRUBISIC & Partners
CORPORATE FINANCE
www.grubisic-partneri.net 9
Activity and Liquidity
Profitability
Returns
Activity indicators (asset turnover, inventory turnover in days, collection period in days, and payment period in days)
Special attention is paid to collection period from particular customers given profitability of existing business relation,
seasonality of receivables, degree of their collectability and aging structure. Inventory is analyzed on product category
level focusing on relationship between category profitability and inventory turnover, while at suppliers level the
relationship between purchase levels from particular suppliers, purchasing terms (including payment period in days) is
analyzed.
Liquidity indicators (current ratio, quick ratio, and cash ratio).
Profitability indicators down to gross profit level (gross profit margin). Special attention is paid to identification of
relevant product and service categories and pertinent sales structure based on those categories. In addition, cost of
goods sold (COGS) is calculated for all categories in order to get full understanding of gross profit margin levels and
trends on product/service category level. Same analysis is applied to customer level (or group of customers), sales
channels, and geographical territories. Finally, an analysis of each category’s, customer’s, sales channel’s and
geography’s contribution to overall gross profit will be performed.
Profitability down to EBITDA level (EBITDA margin). A detailed analysis of fixed operating expenses (OPEX) will be done
including grouping of expenses into adequate categories allowing for better understanding of types of costs being
incurred, their level and share of total costs, and finally their impact on EBITDA.
Normalization of EBITDA and profit margins. Analysis of OPEX may result in a need for reclassification of part of those
costs into COGS in order to get better assessment of real gross profit and gross profit margins. Furthermore, all one-time
and non-recurring revenues and costs will be reassessed including their impact on calculated EBITDA, and finally the
influence of other operating revenue (other than sales) on EBITDA, such as revenue from asset disposals, rent, reversed
warranty provisions, etc. will be studied in order to determine normalized EBITDA related to and stemming only from
core operating activities.
Profitability below EBITDA level (EBIT and net income). Depreciation policy, structure of financing costs and effective
income tax rate will be analyzed.
Du Pont analysis. Return on assets (ROA), return on invested capital (ROIC) and return on equity (ROE) will be
decomposed into relevant elements providing for better understanding of element’s contribution to an indicator (e.g.
ROE will be looked at as a product of asset turnover x net profit margin x equity multiplier, and as sum of ROIC + ((ROIC –
cost of debt) x D/E). Such approach allows for identification of areas offering possibility for improvement in ROA, and
especially and more important in ROIC and ROE.
Financial Analysis and Company Valuation
Analysis on Corporate, Profit Center or Cost Center Level (1/2)
10. GRUBISIC & Partners
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Operating and
Financial Leverage
Net Working Capital
(NWC)
Long Term Assets
and CAPEX
Indebtedness indicators will be systematically rated (capital structure as measured by debt to equity (D/E) ratio, level of
net debt, ratio of net debt to EBITDA, ratio of net debt to cash flow, and coverage indicators).
Operating and financial leverage. Calculation of degree of operating leverage (DOL) and degree of financial leverage
(DFL) will be performed. DOL tests the influence of fixed operating costs on operating profit by measuring percentage
change in operating profit for 1% change in revenue, whereas DFL tests the influence of fixed financing costs on net
income by measuring percentage change in net income for 1% change in operating profit.
Net working capital. Special attention will be paid to operating and cash cycles in days, the extent to which changes in
the amount of NWC influenced operating cash flow, and the level of investment in NWC needed to generate 1 unit of
EBITDA. In addition, it will be tested to which magnitude would changes in collection period, inventory turnover in days
and payment period of suppliers impact NWC and subsequently operating cash flow.
Structure of long term assets and capital expenses (CAPEX). Structure and utilization rate of long term assets will be
analyzed together with historical CAPEX and assessment of a need for future CAPEX.
Identification of non-operating assets. Intention is to determine which parts of assets are operating i.e. contributing to
operating cash flow, and whether non-operating assets can be put to a better use or sold.
Cash Flow
Structure of cash flow (operating, investing, financing and free cash flow). The emphasis will be on identifying and
understanding the structure of operating cash flow in order to determine which part of it comes from basic operating
profitability (EBITDA – corporate income tax) in comparison with changes in NWC. Furthermore, as for the free cash
flow, focus is on comprehending its sufficiency to service principal and interest payments to creditors, and/or to provide
for potential dividends or share repurchases from shareholders.
Financial Analysis and Company Valuation
Analysis on Corporate, Profit Center or Cost Center Level (2/2)
11. GRUBISIC & Partners
CORPORATE FINANCE
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Forecast of
Revenue and EBITDA
Forecast of Net
Working Capital
Forecast of Long
Term Assets
Projection of gross profit for all product categories (quantities, selling prices, gross profit margin) including reasonably
detailed articulation of all pertinent assumptions. Projection will be done and presented in a manner fully comparable
with historical results.
Projection of operating costs (employee costs, rent, marketing, travel, energy, vehicles, memberships, banking services,
insurance, intellectual services, maintenance, telephone, Internet, IT, representation, other operating expenses) for each
profit and cost center.
Projection of accounts receivable based on assumption regarding average collection period in days.
Projection of inventory by product category based on assumption regarding average inventory turnover in days.
Projection of accounts payable based on assumption regarding average payment period in days.
Projection of other current assets (loans given, advanced payments for goods, short term loans given to third parties,
receivables from employees, etc.).
Projection of other current liabilities (VAT and other tax obligations, liabilities towards employees, advances received,
etc.).
Calculation of total anticipated investment in (or reduction of) net working capital during forecasted period.
Projection of CAPEX and asset disposals for each major category of long term assets (land, buildings, equipment,
machinery, software and other intangibles, vehicles, etc.).
Projection of asset disposals (sale of parts of the business, sale of non-operating assets, etc.).
Projection of depreciation
Projection of other long term assets (loans given to third parties, shares in other companies, deposits and various
guarantee payments, deferred tax assets, etc.).
Forecast of Short and
Long Term Debt and
Interest Payments
Projection of short and long term debt based on existing repayment schedules and assumptions regarding issuances of
new debt and/or restructuring of existing debt (refinancing, converting short term debt into long term debt,
rescheduling of principal repayments, lengthening maturity, converting debt to equity, etc.)
Projection of interest costs based on existing repayment schedules adjusted for anticipated modifications of debt
facilities as a result of debt restructuring or issuance of additional debt.
Financial Analysis and Company Valuation
Detailed Financial Projections (1/2)
12. GRUBISIC & Partners
CORPORATE FINANCE
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Forecast of Other
Long Term Liabilities
and Equity
Sensitivity and
Scenario Analysis
Forecast of Cash
Flows and Need For
External Financing
Projections of other long term liabilities (warranties, deferred revenue, deferred tax liabilities, pension liabilities, etc.).
Projections of equity based on anticipated future earnings, dividend payouts, value adjustments of assets directly
impacting equity, and potential recapitalizations.
Sensitivity analysis. Identification of key drivers of income statement and balance sheet with quantified effects of
changing inputs on forecasted financial statements with special emphasis on forecasted free cash flow.
Scenario analysis. Identification of realistic and pessimistic scenario with quantified effects on forecasted financial
statements and company’s cash flow.
Projection of operating, investing and financing cash flow.
Projection of free cash flow and funds available to investors for repayment of principal, interest and dividend.
Projection of potential cash gap and need for external funding (timing and magnitude).
Financial Analysis and Company Valuation
Detailed Financial Projections (2/2)
13. GRUBISIC & Partners
CORPORATE FINANCE
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Financial Model
Business Valuation
Evaluation of
Strategic Options
and Improvement
Measures
Creation of detailed financial model using previously addressed elements with forecast of income statement, balance
sheet, operating, investing, financing and free cash flow. Same format is used for presentation of expected and historical
figures in order to retain comparability.
Determination of adequate discount rate (weighted average cost of capital).
Determination of anticipated long term capital structure (share of debt vs share of equity in total invested capital).
Calculation of terminal value using 3 different methods: (i) EBITDA multiple, (ii) perpetuity model (iii) constant growth
(Gordon) model.
Sensitivity analysis of estimated valuation on changes in discount rate and assumptions related to terminal value.
Final valuation expressed in relative terms as a multiple of selected financial parameter (sales, EBITDA, net income, etc.)
achieved in last fiscal year or its forecast for the current year.
Merger of companies from the group
Carve-outs and spin offs of assets
Transfer of shares in portfolio companies to a new firm
Sale of companies or assets from the group
Acquisition of companies or assets outside of the group
Search for strategic partner(s)
Change and/or strengthening of management
Acquisition of shares from existing shareholders by other shareholders or by management through MBO/LBO
Squeeze out of minority shareholders
Measures directed to improvement of gross profit and EBITDA
Debt restructuring
Implementation of adequate financial controlling and reporting system
Financial Analysis and Company Valuation
Enterprise and Equity Value Including Evaluation of Strategic Options
14. GRUBISIC & Partners
CORPORATE FINANCE
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Company Sale or Recapitalization by Strategic or
Financial Investor
15. GRUBISIC & Partners
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Transaction
Preparation
Preparation of
Information
Memorandum
Meetings with management and agreement on indicative transaction timeline
Defining transaction structure
Creating list of potential investors
Preparing initial transaction documents for investors
Teaser
Non-Disclosure Agreement (NDA)
Estimate of valuation range
Information Memorandum is a document with detailed information about the company and envisaged transaction,
which includes among other things:
Overview of the market (size, trends, potential growth), market shares, description of competitors, barriers to
market entry of new competitors, etc.
Overview of products and services, manufacturing sites and facilities, sales and distribution channels, customer
structure, etc.
Management and SWOT analysis
Key investment highlights (why it makes sense to acquire ownership in the company)
Historical financial statements, analysis of revenue, expenses, assets and liabilities
Business plan and financial projections
Other data, information and analysis relevant to the transaction
Initial Contact and
Continued
Communication with
Potential Investors
Establishing of initial contact with investors (by sending teaser)
Signing of confidentiality agreement upon receiving feedback and request for additional information
Distribution of information memorandum to interested investors
Maintaining constant communication with investors and responding to inquiries
Organizing meeting and conference calls with company’s management
Updating information memorandum as needed
Company Sale or Recapitalization
Transaction Planning, Preparation of Information Memorandum and List
of Potential Investors
16. GRUBISIC & Partners
CORPORATE FINANCE
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Negotiating Term
Sheet
Non-binding offers come in the form of Memorandum of Understanding, Letters of Intent or Term Sheet, before the
start of due diligence, which depending on the type of investor and type of transaction usually includes:
Transaction structure
Period of exclusivity in negotiating and executing due diligence
Valuation range and assumptions upon which it is determined
Anticipated duration of the process and treatment of costs incurred during the process
Structure, dynamics and form of payment (cash, shares, assets, retained part of the purchase price for
warranties, earn out, etc.)
Representations and warranties to be provided by seller (or vice versa)
Requirements for additional funding (capital increase) in the period after the entry of investor
The rights of the buyer and seller in the event of the sale of shares by one party (e.g., drag-along rights, tag-along
rights, etc.)
Lock-up period
Treatment of business relationships between the company and related parties
Conditions precedent for closing
The basic outline of the Shareholders' Agreement
Buyer and seller representation in management and supervisory board
Exit strategy for the founder and/or investor (initial public offering on the stock market, selling to a strategic
buyer or financial investor, etc.)
Other elements of the non-binding offer that are essential for the implementation of the specific transaction
Organizing and
Following Execution
of Due Diligence
Organization and coordination of due diligence performed by investors including:
Collecting documentation for due diligence
Preparation of data room in which the potential buyer as part of due diligence will have access to relevant legal,
technical, commercial and financial documents
Coordinating and monitoring the process of due diligence
Preparation of materials and management for meetings with interested investors during due diligence
Answering additional questions and distribution of additional documents to interested investors at the end of
due diligence
Company Sale or Recapitalization
Negotiating Key Terms and Conditions of Transaction (Term Sheet) and
Preparation for Due Diligence
17. GRUBISIC & Partners
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Final negotiations
and Transaction
Agreements
Consulting in final negotiations usually includes:
Advising on Share purchase agreement (SPA)
Advising on Shareholder agreement (SHA)
Defining final set of seller’s representations and warranties
Treatment of certain items arising from due diligence
Negotiating final valuation and earn out (if any)
Advising on contracts with management in case existing owners who are at the same time managers remain in
the ownership structure
Other elements essential for transaction closing
Company Sale or Recapitalization
Representations and Warranties, Treatment of Problematic Items From
Due Diligence, Final Valuation, SPA and SHA
18. GRUBISIC & Partners
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1-2
week
Week 3-4
week
5-6
week
7-8
week
9-10
week
11-12
week
13-14
week
15-16
week
17-18
week
19-20
week
21-22
week
23-24
week
Data gathering for information
memorandum
Creation of long list of
potential investors
Creation of teaser
Building up financial model
with historical data
Creating initial views of the
optimal transaction structure
Transaction Preparation
Forecasting income statement,
balance sheet and cash flow
Valuation using discounted
cash flow method
Producing information
memorandum containing:
transaction rationale; overview
of products and services;
description of production and
warehousing facilities;
description of sales channels;
market analysis; competitors
overview; management and
organization; SWOT analysis;
analysis of historical revenue,
costs, assets, liabilities, and
cash flow; business plan with
elaborated assumptions; other
elements as deemed relevant
for particular business,
industry or transaction itself
Valuation and Information
Memorandum
Establishing initial contact
(delivery of teaser)
Receiving investors’ feedback
including requests for more
detailed information
Signing of NDAs
Distribution of information
memorandum on selective
basis
Maintaining communication
with investors, organizing
conference calls and visits to
company’s premises and
facilities
Receiving and evaluating non-
binding offers
Approaching Investors
Transaction structure
Exclusivity period
Due diligence requirements
Valuation range
Anticipated duration of the
process and treatment of costs
Payment (structure, dynamics
and methods)
Follow-on financing
subsequent to initial
investment
Drag-along and tag-along rights
Lock-up period
Reps and warranties
Management issues
Relationship with related
parties
Call and put options
Conditions precedent
Exit strategy
Other elements of transaction
as deemed relevant
Negotiating Key Terms of
Transaction
Data gathering for due
diligence and formation of
data room containing financial,
tax, legal, commercial,
technical and other documents
about the company
Coordination and supervision
of due diligence process
Update of information and
provision of additional items as
requested by investors
Preparation of materials and
management for investor
meetings
Additional clarifications and
answers to investors’ inquiries
following due diligence
Finding solutions and adequate
means of treating problematic
items emerged during due
diligence
Creation of initial drafts of key
agreements (SPA, SHA,
management agreements,
agreements with related
parties, etc.)
Due Diligence
Detailed layout of all
agreements
Reps and warranties in case of
risky events occur
Final agreement on valuation
and earn out
Agreement with management
in case existing owner should
remain in company’s
management
Defining final set of conditions
precedent
Signing of documents
Approval by relevant bodies
(regulatory agency, board of
directors of buyer and /or
seller, etc.)
Closing of transaction upon
fulfillment of all conditions
precedent
Final Negotiations and Closing
Company Sale or Recapitalization
Indicative Transaction Timeline
20. GRUBISIC & Partners
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Information
Gathering About
Target and
Stakeholders’
Expectations
Gathering all available data and information about the Target (financial data, operating data, full list of shareholders,
news, rumors, on and off the record conversations, etc.)
Depending on circumstances and appropriateness – communicating directly and indirectly to Target’s management,
relevant people in the supervisory board, major creditors (banks) and other stakeholders involved in order to completely
understand their view of an ideal transaction.
Identifying key factors for success of the bid based on expectations of the stakeholders.
Overview of the local regulatory environment influencing the acquisition.
Talking to the seller’s advisors (if any), procurement of information memorandum and / or vendor due diligence, and
transaction process letter if such documents have been prepared.
Acquisition of Target Company
Information Gathering, Initial Analysis, Creating Term Sheet and
Negotiating Key Elements of Transaction
Help in defining and negotiating initial transaction structure and basic transaction terms (term sheet) from commercial,
tax and legal point of view, including but not limited to the following aspects:
Pure share deal or partially asset deal and treatment of associated businesses and companies
Exclusivity period for the buyer
Valuation and targeted net working capital at closing
Due diligence requirements
Payment mechanism (earn out and its variables, deferred payment portion of the purchase price depending on
the seller’s and buyer’s expectations)
Treatment of non-core assets, intercompany and shareholder loans
Determination of the conditions precedent (CPs) that need to be fulfilled as prerequisite for closing
Drag-along and tag-along rights, including rights of first refusal and lock-up periods in case existing shareholders
stay in the ownership structure
Conditions under which the buyer will provide additional financing in the form of equity (if further capital
increases are needed)
Call and put options for any of the parties
Treatment of existing management
Representation and warranties of the seller
Non-compete clause
Escrow account and other aspects of the deal necessary to address particularities of envisaged transaction
Creating and
Negotiating Term
Sheet
21. GRUBISIC & Partners
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Creating a list of financial, tax, legal, commercial, and technical documents, data and information about Target to be
placed and made available in data room
Suggestions to seller as to how to set up data room
Depending on transaction type and actual need, GRUBISIC & Partners may engage third party support in case Target
operates in more than one country
Final Valuation of
Target Company
Projection of income statement.
Projection of balance sheet.
Projection of cash flow.
Valuation
Defining earn out (if any) and/or deferred portion of the payment price.
Preparation for Due
Diligence
Conducting of financial analysis.
Conducting of tax analysis.
Conducting of legal analysis.
Communication of important findings during the process of due diligence as ˝early warning˝ signals of issues to be dealt
with.
Coordination of work of all parties involved from buyer’s side in due diligence process.
Preparation of final list of material risks identified within due diligence.
Developing proposals of solutions and ways of dealing with problematic items stemming from due diligence
Conducting Due
Diligence
Due diligence follows the
signing of term sheet.
More details on each
segment of due diligence is
presented in subsequent
slides.
Taking into account results
of due diligence.
Acquisition of Target Company
Preparation and Conducting of Due Diligence and Final Valuation of the
Target
22. GRUBISIC & Partners
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Financial Analysis of
Target
Performing financial due diligence of the Target with structured overview of trends, interpretation of values and
implications of historical results with special emphasis on:
Quantities, revenue and implied average selling prices with related cost of goods sold and gross profit margin
analysis by (i) product and service category (ii) by customer or group of customers, (iii) by geography
Headcount and salary costs by employee and department
Analysis of other operating expenses (rent, marketing, travel, energy, vehicles, memberships, banking services,
insurance, intellectual services, maintenance, telephone, Internet, IT, representation, other operating expenses)
Normalization of EBITDA by identification of non-recurring and non-core revenues and expenses, non-expensed
bad debts, intra-group management fees, additional costs needed for business to function as independent entity
(if there are shared functions within the group), etc.
Receivables by customer including aging structure, degree of collectability, and average collection period in days
Inventory structure by product category, inventory turnover in days by product category and degree of
obsoleteness of inventory
Purchase volumes by supplier, accounts payable by supplier and average payment period in days
Operating and cash cycle
Analysis of other current assets (loans given, advanced payments for goods, short term loans given to third
parties, receivables from employees, etc.) and other current liabilities (VAT and other tax obligations, liabilities
towards employees, advances received, etc.)
Analysis of net working capital
Analysis of long term depreciable assets and historical capital expenditures (CAPEX) including assessment of
future needs for CAPEX (property, plant, equipment, intangibles)
Analysis of other long term assets (land, shares in other companies, deposits and various guarantee payments,
deferred tax assets, etc.)
Identification of non-operating assets and degree of its marketability at fair value
Structure of short and long term debt by creditor including repayment schedules for outstanding loans and
financial leases, analysis of leverage ratios such as net debt to EBITDA, debt to equity, debt to cash flow including
identification of a need for refinancing and/or restructuring of existing debt
Analysis of other long term liabilities (warranties, deferred tax liabilities, pension liabilities, etc.)
Calculation and analysis of operating, investing, financing and free cash flow
Acquisition of Target Company
Conducting Financial Due Diligence
including written report
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Tax Analysis of
Target
General
Minutes, resolutions and other documents issued by Tax Authority related to tax inspection
Individual and cumulative review of the obligations / receivables of the tax payer from the Tax Authority at each
year end
Balance sheet at each year end
All business agreements of the company
Corporate income tax (CIT)
Annual CIT returns with corresponding addendums
Overview of tax losses that are submitted to Tax Authority
Depreciation calculations at each year end
Specification of non-deductible expenses stated in the CIT return
Overview of goods, services and payments given to owners, co-owners and their family members for private use
(by type of payment costs, for example - means of transport, low interest on loans, reimbursement expenses,
etc.)
Overview of deferred tax liabilities and assets at each year end
Overview of value adjusted and written off receivables which were subsequently paid
Overview and calculations of gifts and donations
Analysis of representation expenses, advertising costs, costs of official vehicles, costs of transactions between
related parties, donations and value adjustments / write-offs
Analysis of liabilities towards foreign suppliers
Used tax reliefs / aid in relation with reduction of CIT base
Analysis of transactions between the company and parties who are in any mode related with the company
Agreements with related parties, including agreements for loans concluded between related parties
Calculation of interest on loans incurred between related parties
Withholding tax (WHT)
Calculations of withholding tax for fee payments to foreign recipients and proofs of paid WHT
Certificates of residence and confirmations regarding tax exemption for withholding tax (if Double Treat
Agreement is on force)
Analysis of WHT liabilities and WHT costs
Acquisition of Target Company
Conducting Tax Due Diligence
including written report
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Tax Analysis of
Target (Cont.)
Value added tax (VAT)
Annual VAT returns
Monthly VAT returns
Deviations between monthly VAT returns and annual VAT return
Calculations of VAT for self-consumption and deliveries free of charge (deliveries to the owners, employees,
benefit in kind etc.)
VAT books of outgoing and incoming invoices
Personal income tax (PIT)
Analysis of employment agreements
Salary calculations / payment lists
Monthly salary recapitulations
Analysis of management agreements, service agreements, and author agreements
Benefits in kind – review of goods and services provided to employees and other private persons for car used
Review of other remuneration provided to employees (e.g. Christmas allowances, vacation allowances,
transportation to and from place of work) and their treatment with PIT and obligatory contributions
Review of paid severance payments
Review of travel orders with all addendums
Monthly and annual forms that need to be submitted to the authorized institutions related to income payment
Other taxes
Contracts regarding real estate acquisition, real estate tax resolutions related to payment of real estate tax,
proofs for real estate tax payment
Overview of other relevant taxes and contributions
Acquisition of Target Company
Conducting Tax Due Diligence (Cont.)
including written report
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Legal Analysis of
Target
Statutory issues
Founding and organization, privatization and similar issues
Investments into company in form of contributing real estate and equipment
Decisions of general assembly, supervisory board, and management board
Assets
Ownership and occupancy of real estate and other assets including mortgages and pledges over assets
Possession and validity of appropriate permits and licenses
Issues related to maritime and public goods
Concessions and approvals of relevant bodies
Intellectual property, rights and non-tangible assets
Court proceedings
Current status and likely outcome
Contracts and legal relations
Rents
Insurance
Loans
Suppliers
Employees
Customers
Other agreements and contracts
Labor related issues
Management contracts and work regulations
Collective agreements
Other relevant issues
Environment and customer protection
Competition law and regulation
Subsidies, etc.
Acquisition of Target Company
Conducting Legal Due Diligence
including written report
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Final valuation and structuring
Recommendation of adequate treatment of problematic items found in due diligence
Recommendation of price adjustments (amounts and mechanics – if any)
Implied valuation by DCF
Defining conditions precedent for closing
Defining final transaction structure from financial, tax and legal point of view
Signing, Pre-closing
and Closing
Defining and organizing signing proceedings
During the period between signing and closing, assisting in fulfilling conditions precedent on buyer’s side and validation
of fulfillment of conditions precedent by the Target firm and / or the seller(s)
Organizing closing proceedings
Final Structuring and
Valuation
Drafting of Transaction Documents (TD)
Share Purchase Agreement (SPA)
Shareholder Agreement (SHA)
Share Transfer Agreement (STA)
Management Agreements (MA)
Escrow Agreement (EA)
Supply Agreement (SA) or other agreements regulating provision of goods and services between related parties
Documents for regulators
Financial, tax and legal support in negotiations of final terms within TD
Net working capital, contingent liabilities and other adjustments to the final price, payment mechanism
Representations and warranties, applicable law, non-compete clause, agreements with related companies,
management agreements, etc
Escrow account, earn out, further financing, and other elements of the acquisition given the circumstances
Conditions precedent and closing proceedings
Preparation of
Transaction
Documents and
Negotiation of Final
Terms
Acquisition of Target Company
Final Structuring, Valution, Preparation of Transaction Documents and
Execution of Conditions Precedent
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Activity, liquidity, operating and financial leverage, return on invested capital
Profitability on product level
Historical net working capital, long term assets and CAPEX
Operating, investing, financing and free cash flow
Forecast of sales revenue and EBITDA
Forecast of investment in net working capital and long term assets
Forecast of debt and interest cost
Forecast of free cash flow and cash gap (determining a need for external financing)
Sensitivity and scenario analysis
Detailed Financial
Analysis and Forecast
of Future
Performance
Presentation of detailed plan to financial institutions with elaboration of major assumptions and explanation of internally
undertaken measures aimed at adjusting to new conditions
Break down of concrete proposals to financial institutions or other creditors with the purpose of:
Refinancing of existing loans / leases
Adjustment in maturity schedules of existing debt
Adjustment in interest rates
Obtaining a grace period
Entering into sale and lease back arrangement
Replacement of existing creditor with a new one or raising additional debt
Update and modification of financial model and business plan according to creditors’ requirements as part of the
negotiating process
Restructuring of
Existing (Credit)
Liabilities
Financial Restructuring
Detailed Financial Analysis and Active Help in Implementation of
Measures Aimed at Improving Cash Flow and Debt Restructuring
Determining optimal product mix based on analysis of actual profitability and assessment of future perspective
Identification of measures and areas for optimization of operating expenses
Determining ways of more efficient utilization and treatment of non-operating assets
Defining measures for improvement of working capital management
Help in evaluation of profitability of investment projects
Creating list of concrete action points and responsibilities on individual level and assistance in implementation
Identification of
Measures for
Improving Cash
Flow*
*depending on client needs GRUBISIC &
Partners can take the role of finance
director during implementation of
measures
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Entrance of strategic or financial investor in company's ownership structure
Do we need capital for expansion?
Is there a synergy potential between our company and investor's company (new markets, reduced costs, know-
how sharing, etc.)?
Is public offering of shares feasible and acceptable way of financing?
Which risks are we exposed to in case we remain independent?
What is the value of our company?
Entrance of Strategic
or Financial Investor
in Ownership
Structure
Acquisition of other businesses
What is the main reason for potential acquisition of target company and is this reason valid?
Are we interested in whole or part of the target company's operations?
Are there any synergies between us and target company?
Is target business undergoing structured sale process run by investment bankers and are there other interested
buyers?
What would be reasonable valuation of the target company?
How are we going to finance transaction?
How do we plan to integrate operations of two businesses after acquisition?
Is there a natural buyer of target company in case we subsequently decide to sell it?
Acquisition of Other
Businesses
Evaluation of Strategic Options
Entrance of Strategic or Financial Investor in Ownership Structure, Sale
of a Company or Acquisition of Other Businesses
Sale of a company
Do we have a successor within the family who will run the business (in case we deal with family owned and
managed company)?
Have we reached maximum in independent growth and development of our business?
Do we have adequate financial strength and management able to further improve our business?
Is consolidation and mergers in our industry inevitable way of maintaining or improving profitability?
Is management capable and willing to take over the company from existing owners?
Which risks are we exposed to if we don't sell the company?
What is the value of our company?
Sale of a Company
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Choosing financing structure (debt vs equity)
Do we have a need for external financing?
Is external financing needed for restructuring purposes or for fueling further growth of a company?
Are we overleveraged from static point of view (net debt/EBITDA, debt-to-equity ratio) or dynamic point of
view (projected free cash flow of a company in relation to repayment schedules of existing debt obligations)?
Do we have access to additional debt and under which conditions?
What is company's degree of operating and financial leverage prior to and after additional external financing?
Are we ready for entrance of strategic or financial investor in ownership structure through recapitalization
process?
Is public offering of shares feasible and acceptable option of financing?
What is the value of our business and which ownership stake should new owner have after recapitalization?
Choosing Financing
Structure
Merging companies from the same group into a single legal entity or spinning of part of existing business into separate
legal entity
Would merging companies into single legal entity enable cost savings or improve certain processes leading to
better efficiency and ultimately improved profitability?
Would merging reduce amount of administration and facilitate management with focus on better results of the
whole group instead of each particular company (currently operating as independent legal entities)?
Would parts of the system become more flexible and competitive if carved out and run as separate /
independent businesses?
Are certain parts of the system considered as non-core business and should be carved out and prepared for
sale?
Merging Companies
From the Group or
Spinning Off Parts of
the Business
Evaluation of Strategic Options
Choosing Financing Structure (debt vs equity), Debt Restructuring,
Merging Companies or Spinning Off Parts of the Business
Debt restructuring / refinancing
Are maturities of existing debt obligations aligned with projections of free cash flow available for debt service?
Do we have alternatives in terms of access to debt and under which conditions?
Are existing creditors able to provide additional debt financing?
Is debt restructuring prerequisite for entrance of strategic or financial investor in ownership structure?
Is company in situation where part of debt obligations has to be converted to equity?
Debt Restructuring
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Transfer of ownership between related companies and/or private individuals
Would transfer of ownership between companies create tax savings or other form of more desirable ownership
structure?
Should ownership in a number of companies be replaced with ownership in a holding company?
Is for given purpose better to have ownership being held by private individual or a company?
Transfer of
Ownership Between
Companies or Private
Individuals
Investments in production or distribution facilities including enlargement or change in product and service portfolio
What are expected implications of anticipated investment decision on company's future free cash flow?
How would investment be financed and under which conditions?
Is planned investment generating positive NPV?
What is expected rate of return (IRR)?
What if we decide not to invest or postpone investment decision?
To which extent would new product cannibalize existing product portfolio?
How does a company's projected free cash flow look if we don't change existing product and service portfolio?
Investments in Long
Term Assets and
Change of Product
Porftolio
Evaluation of Strategic Options
Transfer of Ownership, Treatment of Non-Operating Assets, Investment
Decisions and Scenario Modelling
Treatment of non-operating assets
Which parts our assets are considered non-operating and can they be put into operations?
To which extent are non-operating assets liquid?
Are non-operating assets potentially useful for purposes complementary to company's core business?
Should non-operating assets be carved out into separate legal entity?
What would be the tax implications of a sale or carve out of non-operating assets?
Treatment of Non-
Operating Assets
Modelling and simulation of different scenarios of business development with quantified effects on company's projected
income statement, balance sheet and cash flow
Which variables from strategic financial plan have greatest impact on company's forecasted income statement,
balance sheet and cash flow?
Which scenario indicates a need for recapitalization or other means of external financing?
Which scenario contains real options i.e. possibility of subsequent decisions about individual actions depending
on future developments (e.g. additional investments if thing go well or possibility to swiftly abandon production
if things don't develop in desired way)
Modelling and
Simulation of
Scenarios
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Experience
Andrej started his career in 2002 in USA as a finance analyst in Sodexho Inc. In 2003 he joined Hrvatski Telekom as an assistant in the office of
Chief Financal Officer where he was in charge of treasury and corporate finance, after which he moved to strategy department managing
strategic planning for all member companies of T-HT Group. In 2007 Andrej co-founded fund management company Platinum Invest where he
was a board member until 2008 when he sold his equity stake and became head of corporate finance within Erste Group in charge of Croatian
market with focus on M&A projects, recapitalizations and financial restructuring. At the beginning of 2010 he started a corporate finance firm
– GRUBISIC & Partners Corporate Finance focusing on mergers and acquisitions, capital raising, valuations, due diligence and financial
restructuring. Since its inception the firm has completed over 40 different assignments. Andrej is responsible for business origination,
conceptual setup of project engagements, supervision and quality control, client advisory and assurance of fulfillment of all preconditions for
deal closing. Since 2004 Andrej has been a professor of finance at undergraduate and MBA program at Zagreb School of Economics and
Management, and starting from 2016 he will be visiting professor of finance at Toulouse Business School in France. Andrej is co-founder of
Croatian chapter of Turnaround Management Association (TMA) and member of its board of directors.
Education
Strategic financial analysis for business evaluation – Harvard Business School, Cambridge, USA, 2014 (executive education program)
Doctorate in Business Administration with emphasis in Finance – Business School Lausanne, Switzerland, 2007
Masters in Finance – Webster University, St. Louis, USA, 2003
B.S. in Finance – University of Zagreb, Croatia, 2001
Candidate for 2nd level of the CFA program
Team Members (1/4)
Experience
Tomislav has started his career as financial analyst in New York in 1994 at investment bank Schroder & Co. In 1998 he became chief investment
officer at venture capital fund SEAF, which among other investments had acquired Iskon Internet (first ISP provider in Croatia). Following the
acquisition Tomislav became chief financial officer at Iskon. In 2006 he joined a brokerage house, Ilirika vrijednosni papiri, as head of research
and analysis department. At the beginning of 2011 he joined GRUBISIC & Partners as partner. Clients with whom Tomislav has been actively
involved include Kupi me, Bilić Erić, Monile (Galileo), Iverpan, Lider, Wulf Sport (Shoe-be-do), Smoking, Special Hospital Sveta Katarina, Mick,
Ljekarne Pablo (JGL), iRačun, E-Vision, Makro mikro, EPTA, Bomark, Tisak and Končar D&ST. Since mid 2015 Tomislav is responsible for daily
operations of the office and communication with financial and strategic investors from around the globe, including relationship with other
members of M&A Worldwide.
Education
MBA in International Finance — Fordham University, New York, USA, 1993
B.S. in Finance - Fordham University, New York, USA, 1988
Candidate for 3rd level of the CFA program
Andrej Grubišić
Partner
Tomislav Žic
Partner
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Experience
Darijo has joined GRUBISIC & Partners in 2013 as an analyst. He has worked on projects involving financial modeling, preparation of transaction
documents for investors (teasers and information memorandums), capital raising, market and competition analysis, valuation, and financial
restructuring. Clients with whom Darijo has actively worked with include Macola, Velekem, Zagorka, Montcogim, NCP Shipyard, Pisinium, Pršut
Voštane, Đakovačka vina, Kutjevo, GP Komunalac, KC plin, Eko papir, Shipyard Brodotrogir, Marina Trogir, Zephyr, Končar D&ST and Hospitalija.
Education
B.S. In Business Economics – Zagreb School of Economics and Management, Zagreb, Croatia, 2014 (including semesters spent on Higher
School of Economics in Moscow and London School of Economics)
Candidate for 2nd level of the CFA program
Other
Dean’s award during all years at ZSEM (among top 5% of students)
Fluent in English and conversational knowledge of Russian and German
Darijo Krešić
Associate
Teo Širola
Associate
Experience
Teo has joined GRUBISIC & Partners in 2013 as an analyst. He has worked on projects involving financial modeling, preparation of transaction
documents for investors (teasers and information memorandums), capital raising, market and competition analysis, valuation, financial
restructuring and implementation of controlling and reporting system. Clients with whom Teo has actively worked with include Dona, GP Krk,
Macola, Golf & Country Club Zagreb, DOK-ING, Whitefield energy, Pergament, Conty plus, Planet obuća, Lavčević group, In Tech, iRačun, and
Palma.
Education
B.S. In Business Economics – Zagreb School of Economics and Management, Zagreb, Croatia, 2014 (including one year spent at ESSEC
Business School in Paris)
Candidate for 2nd level of the CFA program
Other
Dean’s award during all years at ZSEM (best student in generation)
Fluent in English and conversational knowledge of German and French
Member of MENSA
Team Members (2/4)
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Marko Maurović, CFA
Associate
Experience
Marko has joined GRUBISIC & Partners in 2015 as an analyst. He has worked on projects involving financial modeling, preparation of
transaction documents for investors (teasers and information memorandums), market and competition analysis, valuation, and financial
restructuring. Clients with whom Marko has actively worked with include MGK Pack, Model Pakiranja, Algoritam, Elanija (Vila Rosina), Tisak,
Kompas, windpark Oštra Stina, Mucić&Co and Hotel Katarina. Prior to joining GRUBISIC & Partners, Marko has worked as broker in Partner
banka and investment advisor and portfolio manager at Aktiv brokeri.
Education
Completed CFA program, CFA Institute, Charlottesville, USA
Licensed broker and investment advisor
B.S. in History – University of Zagreb, 2007
Other
Fluent in English
Team Members (3/4)
Hrvoje Šajković
Associate
Experience
Hrvoje has joined GRUBISIC & Partners at the beginning of 2016 as an associate. He is currently involved in project with Almos. Prior to joining
GRUBISIC & Partners, Hrvoje has worked as advisor on projects raising funding from EU funds (IPARD, EAFRD, ERDF, etc.). Preceding his
advisory were positions of board member in fund management company – KD Investments, where he was in charge of front office, sales,
marketing and investor relations, and position of head of investment banking in Centar banka. Hrvoje started his career in finance as junior
analyst in TO ONE brokers.
Education
B.S. In Business Economics – University of Zagreb, Croatia, 2004
Licensed broker and investment advisor
Other
Fluent in English
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Team Members (4/4)
Miro Đuzel
Analyst
Experience
Miro has joined GRUBISIC & Partners in 2014 as an analyst. He has worked on projects involving capital raising, market and competition
analysis, valuation, and financial restructuring. Clients with whom Miro has actively worked with include Macola, Velekem, Pisinium,
Đakovačka vina, Tisak, Fiolić group and Hospitalija. Since last quarter of 2015 Miro has together with Tomislav responsible for communication
with foreign investors, other M&A advisors across the globe, and preparation of lists of strategic and financial investors for all new M&A
projects.
Education
B.S. In Business Economics – Zagreb School of Economics and Management, Zagreb, Croatia, 2014 (including semesters spent at John
Carroll University in USA and Hochshule Pforzheim in Germany)
Other
Dean’s award during 2 years at ZSEM (among top 5% of students)
Fluent in English and conversational knowledge of German
Candidate for 1st level of the CFA program
Hrvoje Jergović
Junior Analyst
Experience
Hrvoje has joined GRUBISIC & Partners in 2016 as junior analyst. He is currently involved in project with Tehnozavod Marušić. During his
studies Hrvoje worked as an intern in Jamnica, Platinum Invest and Kempinski Hotel Adriatic.
Education
MBA in Banking and Finance – Zagreb School of Economics and Management, Zagreb, Croatia, (completed all exams and currently working
on master thesis and expected to graduate in 1H2016).
B.S. in Business Economics – Zagreb School of Economics and Management, Zagreb, Croatia, 2014
B.S. in Production Engineering – Politech Pula, Croatia, 2013
Other
Fluent in English and conversational knowledge of Italian