Quarton, A Cowen Company - European Strategic Advisory
The European Strategic Advisory team provides extensive industry knowledge and strategic insights to leading private equity firms, corporations and private business owners around the world.
Mergers & Acquisitions
M&A advisory – Comprehensive Approach
A successful transaction requires an organized and well-structured process – beginning with the strategic positioning of the company; the systematic analysis and selection of potential investors or acquisition targets; management of robust sell-side processes with maximum competitive tension; coordination and management of the due diligence process and finally, the negotiation of the purchase agreement.
We remove as much of the burden as possible during the transaction, so that clients may continue to concentrate on their daily business.
Our M&A services include:
- Sell-side advisory to entrepreneur-owned, middle-market businesses on the sale to strategic buyers or private equity investors (Management Buyout/Leveraged Buyout)
- Sell-side advisory to private equity firms on the sale of their portfolio companies
- Sell-side advisory to publicly-traded or privately owned corporations on subsidiary divestiture
- Buy-side advisory to middle-market businesses and private equity firms
- Strategic advisory arising from insolvency and/or bankruptcy proceedings
Succession Advisory to Entrepreneurs
As an entrepreneur, you want to make sure your life’s work is in good, professional hands. All types of succession strategies need to be well structured and consistently implemented.
We analyze the situation and help clients implement the best solution possible for their company – incorporating the best interests of the stakeholders (property owners, management, employees, customers, deliverers, banks, investors, etc.) and work closely with the respective lawyers, tax advisors and auditors.
These typically complex transactions may include some or all of the following services:
- Understanding Your Objectives: First, we invest the time required to thoroughly understand our clients’ objectives. Then, we develop a custom strategy designed to meet them. Our deep sector expertise allows us to form our process strategy efficiently and effectively.
- Valuation: Extensive experience allows us to value a sale or acquisition with the highest degree of confidence, including valuations of private or public debt and equity securities.
- Due-Diligence: We conduct an in-depth business review to anticipate and solve problems, preserve confidentiality and improve client probability for success by eliminating 11th-hour surprises.
- Identifying Prospects: We use multiple resources to identify prospective buyers or sellers, including our proprietary deal management IT system that includes over 100 years of combined investment banking experience. Our process discovers prospects with strategic profiles and financial qualifications that match the objectives of our clients.
- Document Preparation: We will prepare all required documentation critical to the success of the transaction.
- Process Selection: We can help determine the optimum transaction process to maximize value. It may be a negotiated sale, a competitive auction or something in between.
- Negotiations: Our team brings a wealth of experience to the negotiating table. The team is adept at handling a wide range of complex issues, including indemnification and environmental issues.
- Closing: Without proper representation, the transaction progress can decelerate between the letter of intent and closing stages, we remain actively involved until the transaction closes to our client’s satisfaction.
Special Situations & Restructuring
Difficult situations can be opportunities
With our experience managing special situations, the team is able to mobilize very rapidly to begin adding value and optimizing the outcome for our clients.
These value increases can greatly benefit those involved in the subsequent sale procedure, whether it be partners, banks or other creditors.
We represent companies, their shareholders, and in crisis situations, we have even represented their banks, other creditors or representatives thereof.
We have represented numerous clients in Chapter 11 and Companies’ Creditors Arrangement Act (“CCAA”) bankruptcy proceedings.
Our corporate restructuring services encompass the following areas:
- Over 363 sales and recapitalizations
- Out-of-court restructurings
- Financing (DIP, Exit, Alternative)
- Lender negotiations
- Valuations and fairness opinions
- Debtor, Creditor, Board of Director and Special Committee representation
- Litigation testimony
We have the expertise to help you with the procurement of equity capital. With the help of our professional network – which we have been building for years – we know the investors that are best suited to your particular financing needs and situation.
Capital Markets Transactions
With our wide range of capital markets experience, we are able to provide excellent contact to investors, designated sponsors, research companies, brokers and market makers. This way, we are able to establish an important level of transparency, which allows our clients to successfully achieve their financing goals. Naturally, we also advise any listed companies with corporate finance questions that may occur in the capital markets.
Equity financing / Venture capital
There are a wide variety of options and sources available when one is looking for equity capital or similar financial securities (silent partnerships, participatory notes etc.) With our experience, we can help you find the most appropriate type of investment, the most suitable partners and the best way to implement your plan. Each financial security has its advantages and disadvantages, the team is prepared to advise you on your options and alternatives. In addition to venture capital and private equity, there are financing alternatives provided by pension funds, family offices, and other investors
There are any number of reasons why financing advice could become necessary: new investments required, acquisition financing, a change among the shareholder base, or a refinancing of existing credit lines. We offer you optimal support in the process of structuring, tendering, and negotiating complex financing transactions, and thereby give you significant negotiating advantages in a competitive environment.
Restructuring of liabilities
We have far-reaching experience in advising private businesses, public businesses, partnerships, investors and other stakeholder groups in complex and difficult financial situations. The goal of our restructuring plans is always value maximization for our clients.
We developed expertise in each of these scenarios and have sourced significant capital from senior banking markets and capital-based subordinated debt markets. Our strength is the sound understanding and management of expectations of the various stakeholders (partners, management, priority investors, mezzanine investors, customers, suppliers, employees) and the balance of different interests inside and among these groups. This is an integral part of every restructuring process.
Medium-sized loans / Promissory notes
While over 80% of the credit volume in the United States flows through capital market transactions, in Europe banks still maintain a leading role. Nevertheless, a thriving market for medium-sized loans and promissory notes has developed, a market which can offer financing for a wide variety of risk classes and maturities. We would be more than happy to assist you in the structuring and implementation of these transactions.
Our professional scope of services
Our services for private capital raising transactions typically involve:
- Developing the Financial Model
This analysis is a comprehensive assessment of the business. It includes sales and profitability, material and labor costs, current debt structure, current capitalization and future needs. It is the basic information needed by the private capital markets to evaluate investment potential and to set terms and pricing.
- Designing the Capital Structure: Our daily activity in the private debt and equity markets provides us with a broad knowledge of institutional lender criteria, availability of funds and pricing. We use this information to determine the amount and type of capital that is required to meet the needs of our clients.
- Preparing a Placement Memorandum: The placement memorandum paints an accurate picture of a business, its financial needs, the competitive environment and future opportunities. It then delivers a compelling rationale for investing in the firm, highlighting the potential for superior long-term return on investment.
- Targeting Institutional Investors and Lenders: Finding capital markets that want to finance a particular industry is the most direct route to closing a transaction. Our network allows us to connect our clients with markets that are ready, willing and able to provide the capital required.
- Creating the Issuer Presentation: We will take the lead in helping you create an effective presentation that maintains interest and addresses the issues that lenders and investors find most important.
- Benchmarking: Private investor and lender placements are typically exempt from public disclosure. So how do you find out if you are getting appropriate/attractive terms and pricing for your company? We benchmark the proposals received against our library of transactions that contains the terms and pricing of private capital placements from around the world.
Joint Venture Advisory
As a leader in overcoming structural challenges for a successful joint venture, our professionals are adept at helping business owners navigate through various corporate and product strategies with one another to create clear benefits for both joint venture participants.
We help our clients master the various aspects of a successful joint venture:
- Direction – coordinating the different company and product strategies with each other to create clear added value for the company
- Leadership – accelerating the decision process, increasing transparency and preventing conflicts of interest
- Talents – putting the right people in the right places, managing secondees, creating a unique joint venture culture, creating short and long-term incentives
- Culture – clearing up differences in communication and management styles as well as coordinating the decision process with the ability to take risks
- Knowledge transfer and intellectual property protection – imparting critical knowledge and intellectual property to the joint venture without compromising the competitive position of the parent group
- Negotiation of the transfer price and shared services preventing any perception of asymmetrical returns.