mazars corporate finance and transaction support services for south west & wales
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Mazars Corporate Finance
and Transaction
Services
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International, independent and integrated
A major assurance and advisory firm in the UK with more than 1,100 staff operating from 15
offices
Strong focus on providing services to owner managed businesses and listed companies,
particularly those with international operations
Fee income > £100m
Mazars in the United Kingdom
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International, independent and integrated
Worldwide Worldwide
One of the world’s leading accountancy and advisory firms
An integrated network of 13,000 professional staff in 61 countries, generating revenues of
more than $1 billion
As a founding member of Praxity, the 7th largest firm alliance worldwide, we have access to
26,000 professionals in 82 countries
82 countries 313 offices 28,000 staff
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Mazarsan integrated corporate finance and transaction services team
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How we are organised
Lead advisoryTransaction
servicesConsultancy
services
Corporate Finance
18 partners 50+ staff 8 UK offices
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MazarsLead Advisory
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Why Mazars?
Our focus is on providing a lead advisory service to a range of listed companies, owner managed businesses, entrepreneurs, investors and small and medium sized companies
We work closely with businesses and managers to understand their needs and offer a range of possible solutions
As advisors we aim to support our clients throughout their lifecycle and to build lasting working relationships
We are experienced in taking public companies private, capital raisings and regulated work
Our teams are partner led, supported by a dedicated client service team
Lead Advisory
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Disposals Acquisitions MergersFinance Raisings
Our services
Identify potential buyers & co-ordinating the distribution of information to interested parties Production of business plans
We can help our clients to structure a deal to their best advantage ensuring a successful sale
Mazars can act on behalf of a client to negotiate a favourable deal
Our input can provide the necessary momentum to ensure a smooth route to completion
We can help identify and evaluate potential targets
We provide a range of advisory services covering all parts of the acquisition process
Our team is generally engaged in a deal structuring role We advise management teams on all aspects of MBOs and MBIs
Delivery of advice on the most appropriate way to raise finance
We have experience in helping companies raise debt and capital both privately and through the public markets
Helping clients to optimise return and working capital requirements
Lead Advisory
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Valuations Financial Modelling
MBOs & MBIs
Our services (continued)
We are experienced at valuing businesses in a range of sectors We use methodologies appropriate to the type of business being valued and the purpose of the valuation We benchmark value to similar companies or transactions
Alongside the more specific services, we offer a more “high level” general advisory capability
We provide clients with guidance and help on strategic matters and specific deal related issues
We put together financial models for clients to enable them to evaluate businesses and proposals
These can range from simple cash flow forecasts to complicated scenario modelling
These are then used in the production of a business plan
We work closely with management teams to understand their needs
We drive the process to free management time We like to be viewed as an extension of the management team
Lead Advisory
General Advisory Services
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Takeover code PLUS
Other regulated services
Regulated services
Rule 3 Adviser role, acting on Takeover code offers Dealing with issues raised by The Takeover Panel
Managing the process to a successful completion
We are a official PLUS Market Corporate Adviser
Ensure eligibility & suitability criteria met Ensure Directors understand their responsibilities
Ensure due enquiries made to confirm information provided to PLUS is accurate
Assisting companies during the listing process
Approval of financial promotions
Authorised to be appointed as fund managers
Regulated Services
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Recent deal experience …
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Recent deal experience …
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MazarsTransaction Services
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Assisting you make the right decision
Whether or not to proceed with the dealWhether or not to proceed with the dealWhether or not to proceed with the dealWhether or not to proceed with the dealWhether or not to proceed with the dealWhether or not to proceed with the deal
… prospects of servicing the debt …
… the pricing of key risks
Whether or not to proceed with the deal
Our approach to working with lenders is designed to assist you undertake a robust pre-deal evaluation of the investment opportunity. This will assist you to make informed decisions on …
… whether or not to lend
… and ultimately, assist you to minimise risks associated with the lending decision and assist the target business maximise value from the funds received
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Our due diligence approach
our scope of work will be adapted to meet your exact needs
our team will be partner led and comprise senior staff who are experienced in transaction projects
our partners and the team will be available at all times to discuss any issues that arise during the due diligence process
Our approach comprises a combination of operational, commercial and financial due diligence, and …;
At Mazars we do not have a standard due diligence “product”. We believe that it is critical to understand your objectives and to adapt our processes and approach to reflect the key risks of each transaction and the strengths and weaknesses of your team
we will report to you on the issues that matter and provide you with the assurance you need to make the right decision
… a tailored and flexible approach
… identifying and reporting issues
… high levels of service
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Our due diligence approachOur Transaction Services team has significant expertise and experience of supporting clients with high quality services at all stages of the acquisition process
Operational due
diligence
Commercial due
diligence
Financialdue
diligence
Post deal
integration
From our perspective it is important that commercial and operational due diligence work is started before any
detailed analysis of the financials is undertaken
This way comfort can be obtained that financial analysis is performed in the ‘right context’
Search for acquisition
targets
Deal success
and strategyreview
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individuals who may be critical to ongoing success
barriers to successful integration of teams
demographic characteristics of the staff pool
key characteristics of existing chain
extent to which supply chain efficiencies may be obtained
barriers to integration of supply chains
Business processes
Staff and management team
Customer and supplier relationsThe supply chain
understanding their systems and processes
barriers to integration of key systems
key areas where efficiencies may be obtained
understanding the nature of customer and supplier relationships
barriers to changing existing relationships
Operational due diligence (‘ODD’)To ensure the maximum benefit is achieved from a transaction it is critical that the internal operations of both the target and the acquirer are leveraged to unlock value, seize opportunities for synergies and efficiencies and maximise cash flows
Key issues we would typically address during ODD include;
Our work in these areas is typically performed in partnership with your team and the extent of our involvement is tailored to your needs.
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extent to which barriers to entering the market exist
successes or failures of others in entering the market
understanding the USP’s of the target’s and competitors products
investigating market perceptions of the products
Competitive landscapeMarket access Order ‘pipeline’Product
positioning
understanding key local and global competitors
identification of key current and expected market trends
the extent to which committed orders have been received
assessing future intentions of key customers
Commercial due diligence (‘CDD’)Commercial due diligence involves a thorough assessment of ‘external factors’ and the target’s position in the current and projected market conditions. Key here is developing a detailed understanding the wider market and competitive landscape in the target’s industry
This is particularly important if you are considering an acquisition to help expansion into new markets
Key issues we would typically address during CDD include;
Work in these areas is typically performed in partnership with your team and the extent of our involvement is tailored to your needs.
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assessment of
‘normalised’ profitability and cash flows
cross referencing key historical trends /ratios to projections
assessing the extent to which key assumptions reflect historical trends
sensitivity analysis and robustness of contingency plans
Working capital requirement
Historical financial performance
Purchase price adjustments
Projected financial performance
understanding fluctuations in working capital requirement
Identification of potential ‘funding gaps’
assessing the extent to which issues identified (e.g. off balance sheet liabilities, EBIT adjustments) may impact on the purchase price
Financial due diligence (‘FDD’)Understanding an organisation’s historical financial performance, its on and off balance sheet assets and liabilities, and the key assumptions underpinning its projected performance is crucial to assessing the viability of a transaction and deal price
Key issues addressed during FDD are typically driven by the findings of CDD and ODD, these may include;
Work in these areas is typically performed in partnership with your team and the extent of our involvement is tailored to your needs.
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Recent lender focused projects include
Big experience
and the management team of a niche planning
consultancy business
Independent Business Reviewand turnaround
advice to
and the management team of a nursing and
care home business in the South West
Independent Business Reviewand turnaround
advice to
and the management team of an IT software
business
Independent Business Review
for
and
in the context of an MBO
Provided financial and tax
due diligence to an
electrical controlsystems business
Provided financialand tax due diligence to
in the context of the acquisition of
United Leisure Ltd
and
Provided operationaland commercial due
diligence to
in the context ofproviding additional
funding to an insurance industry
business
Financial Services division in the context of
providing short term working capital funds to a
number of customers
Provided workingcapital reviews for
and the management team of an automotive
dealer
Independent Business Review
for
and the management team of an
audio-visual business
Independent Business Review
for
and the management team of a independent
school
Independent Business Review
for
Provided financialand tax due
diligence to an
and
in the context of an acquisition
Insurance broker
Provided financialdue
diligence to
in the context of re-financing a
bathroom products business
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MazarsSouth West Team
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South West Regional Team
Worldwide Locally
Offices in Bristol, Cardiff, Poole, Southampton
CF Partner, TS Senior Manager, 2 CF Managers, 2 Seniors
Working with OMBs, Mid Tier Corporates, Banks, Private Equity Houses, International Clients
4 offices 6 staff
South West Region
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Our big experience is backed by a
Your local team
personal touchAdrian GODFREY
Partner – Corporate Finance
Adrian specialises in M&A and private equity work. He has experience in a wide range of sectors including manufacturing, engineering, support services, healthcare and education. He also provides advice to higher and further education institutions on mergers and strategic projects.
Telephone: +44 (0) 117 973 4481Email: [email protected]
Chris HODGEDirector - Transaction Services
Chris has specialised in TS for over 7 years. He has significant experience of cross border deals and has worked with many banks, private equity firms and other financial investors along with a wide variety of organisations ranging from start up businesses to FTSE 100 groups.
Telephone: +44 (0) 207 063 4399Email: [email protected]
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Our big experience is backed by a
Your local team
personal touchJohn HUGHES
Manager – Corporate Finance
John is a former senior banker with 6 years experience in corporate finance and is well known within Bristol's professional community. He specialises in M&A transactions and debt raising in a wide range of sectors including food and drink, healthcare and property.
Telephone: +44 (0) 117 973 4481Email: [email protected]
Neil DAVIESManager – Corporate Finance
Neil has considerable deal experience across a range of sectors and has worked on public and private transactions including strategic acquisitions, disposals, management buy-outs and buy-ins. Previously, Neil has worked for Deloitte and Smith & Williamson.
Telephone: +44 (0) 1202 688445Email: [email protected]
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Our big experience is backed by a
Your local team
personal touchNick MILLARD
Senior – Corporate Finance
Nick joined the corporate finance team in November 2011, having trained in the assurance department of Mazars. He has experience in a wide range of sectors including education, retailing and manufacturing.
Telephone: +44 (0) 117 973 4481Email: [email protected]
Lorna BRYANTSenior – Corporate Finance
Lorna’s principals areas of expertise include undertaking research on potential targets, documentation on project management of transactions.
Telephone: +44 (0) 1202 688445Email: [email protected]
Clifton Down HouseBeaufort BuildingsClifton, Bristol, BS8 4AN
Tel : 0117 943 4481 Fax :0117 974 5203
www.mazars.co.uk
19 Neptune CourtVanguard WayCardiff CF14 0RN
Tel : 029 2031 3390Fax: 0292031 3399