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Eight Advisory offers a variety of financial, tax, operational and Strategic Valuation & Modelling services to advise clients in transaction processes. Our approach provides flexibility in our services, which are tailored to your specific requirements, the key issues that require most focus, and the deal dynamics

Buy side due diligence

  • Financial, operational and tax due diligence prior to an acquisition to enhance the purchaser's understanding of the target business and therefore increasing the likelihood of the transaction achieving its objectives
    • Detailed investigation on site or in close liaison with target management, helping you to identify and understand critical success factors and therefore improve your understanding of all relevant issues to allow informed decisions to be made
    • Critical review of vendor due diligence reports providing insight into key issues and areas where further work may be required, or an alternative point of view
    • “Red flag” reports and recommendations, highlighting any major concerns, or strengths that can be built upon

Vendor due diligence (VDD)

  • Preparation of a VDD report with reliance to the ultimate buyer and their financing banks
  • Covers financial, operational and tax aspects of the business
  • Robust financial data pack for release to the data room / use by buyers
  • Q&A with bidders and their advisers
  • Our VDD reports provide comfort to both buyers and sellers with an independent view of the business, encompassing its performance and prospects. Key benefits of an Eight Advisory VDD report include
    • For vendors
      • Greater control over the process, including in relation to information, timing and access
      • Manage and inform buyer expectations
      • Provides confidence over data integrity – no surprises
      • Identification of both risks and upsides
      • Optimise vendor negotiating position
      • Bidders see the business “warts and all” under competitive tension, minimising the ability to price chip
    • For buyers
      • The financial performance of the business is presented in a balanced way
      • Provides confidence in basis for offers and underpins financing
      • Saves time, cost and aggravation
      • Better product due to less time pressure
      • Allows better use of time in the exclusivity phase
    • For the business
      • Minimises disruption to the underlying business and management with only one due diligence process
      • Allows management to identify potential issues early, and allows management to retain ownership and address those issues
      • Facilitates and enhances management’s understanding of the sales process

Vendor assistance

  • We can assist management teams and their advisers in preparing businesses for sale
  • This can include
    • Carve-out situations, where detailed financial and operational work is required to present the business on a standalone basis
    • Providing additional bandwidth to management teams, as well as taking interim positions, in situations where the finance function has limited capacity to both run the business day to day and also manage a time-consuming sales process
    • Preparation of detailed business plan models in conjunction with management
    • Identification of tax assets that can benefit the business going forwards
    • Preparation and management of data rooms

Refinancing Reviews

  • Review of a company’s financial position in order to support a debt refinancing
  • Review of business plans and forecast cash flows
  • Modelling the impact of the refinancing on cash flows and bank covenants
  • Covenant compliance testing

Sale and purchase agreement (SPA) advice

  • The Sale and Purchase Agreement (SPA) represents the outcome of key commercial and pricing negotiations.
  • Building on knowledge gained in the due diligence process, our financial and tax specialists can advise you at all stages of a transaction from pre-deal work through to post-completion support
    • Pre-deal, we assist in the identification and articulation of value issues related to pricing and deal completion mechanics, to assist clients in their SPA negotiations. We will also advise you on the relative merits of 'locked box' and other completion mechanisms in the context of your transaction.
    • Articulation of business risks identified
    • Post-deal we assist clients in protecting or generating value through the execution of the completion mechanism