Corporate Planning and Restructuring


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CORPORATE PLANNING AND RESTRUCTURING

A. Mergers & Acquisitions

Mergers & Acquisitions activity has seen a marked increase over the past several years. Need for business and financial restructuring, consolidation of businesses and increased competition amongst domestic and multinational companies have combined to spur Mergers & Acquisitions activity in India.

To impart specialised focus to Mergers & Acquisitions, B&B has a dedicated team of professionals in the Mergers & Acquisitions group who have a rich blend of skills and experience to provide valuable insights and innovative solutions for clients to maximise value for their business and investments, whilst mitigating the risk of doing business in a changing environment.

As India takes its long awaited seat on global Mergers & Acquisitions map, there are numerous opportunities for finding value in one of the fastest expanding and largest economies. Moreover, India Inc is efficiently and competitively seeking a global pursuit and multinational status. Integration of India with global economy is well on course and hence the need for consulting solutions to corporate players.

We pride ourselves in offering innovative solutions including identification of opportunities and counterparts both strategic and financial, assistance with the memorandum of understanding/letter of intent and consequent transaction documents and managing the entire transaction process.

Our services include:

· Merger and de-merger strategy

· Business acquisition and divestment advisory

· Advice on capital structuring, fund raising or buyback and repatriations

· Capital market advisory including matters concerning listing, de-listing, IPOs, rights issues and takeovers

B. Restructuring

Corporate restructuring exercise is unique for each group and involves myriad intricacies. There are diverse planning avenues and implementation issues involved in each restructuring exercise, which include:

· Achieving a tax-efficient restructuring

· Valuation and share swap on restructuring

· Implications under various statutes, most significantly Company, Tax and Security Laws

· Buy-in of key parties and stakeholders

· Minimising transfer costs

· Fair value recording

· Project management including coordination with counsels and regulatory authorities

To meet the challenges and intricacies of each restructuring exercise, we have developed a unique approach for efficient and timely conceptualisation and implementation of the transaction, as mentioned below:

· Understanding commercial considerations and current state analysis

· Reviewing Financial, Fiscal and Regulatory issues

· Implementation

· Post-implementation support

Our methodologies constituted through deep and diverse experience are flexible and scalable to a variety of situations and stakeholders, allowing for an optimal teaming of client resources with our situation and client-warranted expertise to deliver value-added solutions.

C. Transaction Due Diligence

Reviewing and assessing key financial, tax and business information in a historical and forecast context, our Due Diligence services can uncover exposures and risks surrounding a proposed transaction that could potentially threaten success.

Participation in a range of transactions in the ever changing environment provides the team with an ability to identify areas where the concern areas (value destroyers) and potential upsides (value enhancers) might occur and handle them in an efficient manner.

Various facets which we cover in a due diligence include:

· Financial

· Tax and Regulatory

· Business process, system and internal control

As part of our project management initiative, we team with in-house industry specialists, with a view to providing a coordinated and comprehensive solution for a reasoned and well-informed decision by the client.

D. Valuation and Business modeling

Valuation is fundamental to a transaction decision. Further, in a dynamic investment environment, reasoned and logical valuation is all the more critical. Combined with our offerings on Transaction Support, our Valuation Support services assist clients in delivering high quality and respected valuations of businesses, investment portfolios and intangible assets.

Our services include:

· Corporate and business valuation

· Swap ratios

· Fairness opinions

· Purchase price allocation

· Real estate valuation

· Capital equipment valuation

· Intangibles valuation

· Option valuation

· Build / review of financial models

Our valuation approach entails:

· Identifying details of transaction and business/ assets to be valued

· Conducting market research and analysis

· Determining appropriate valuation methodology(ies)

· Reviewing comparable transactions/ market multiples

· Performing financial modeling and valuation

Our cutting-edge valuation methodologies and practical experience supplement client effort in choosing most appropriate business strategy in an uncertain environment.