High level Overview
• 6 entities and 2 life and pension companies (L&P companies did not form part of the sale)
• 3 auditors
• 3 payroll providers
• 2 externally engaged finance personnel to support finance teams in three of the 6 entities
• Varying shareholder structures and agreements in each entity
• Shadow shareholder arrangements in two of the six entities
• 3 prospective buyers
• Pre and post exclusivity due diligence
Pre Selling Process
• Consolidation of accounts for EBITDA review purposes to support sale price assessment
• Working with MD to identify synergies, impact of profit arrangements and shadow shareholders arrangements on EBITDA
• Preparing finance model for supporting sales process
• Engaging and working with sector specialist corporate finance provide on presentation of data
• Arriving at an EBITDA for suitors to bid and apply a multiple to
Exploratory Stage (event occuring in the 2-3 years pre-sale)
• Review balance sheet high on level for sale and flag necessary adjustments to prepare balance sheet for sale
• Reconfigure property structures
• High level group tax risk review and flagging necessary corrections, change in approach
• Company valuation
• Group company structure implemented
• Personal tax consequences on primary shareholders outlined in terms of reliefs company and personal
Bidding Process
• 3 prospective bidders pre exclusivity
• In conjunction with legal and corporate finance team populating appropriate Virtual Data Room (VDR) and supporting high level financial due diligence process in this stage
• Reviewing and addressing all financial related queries
• Supporting the presentation and interpretation of financial data
Buyer Exclusivity
Once preferred bidder identified direct engagement with their internal acquisitions team and externally appointed tax agents to support:-
• EBITDA verification process for all 6 entities
• Tax verification process for all 6 entities
• Forecasted pro forma P&L year 1 under new ownership factoring in synergies with the buyers financial team as buyer listed company in US and results would be publically reported
• Input into the earn out model and financial consideration/implications
• Review and advisory into financial elements of the SPA, income recognition definitions and impact on changes in current approach, completion statement, A/R & A/P true up approach and definition of surplus group cash that can be distributed post sale and approach to property extraction date of sale
• Review and advisory into tax efficiencies around group properties
• Tax matters around extracting life business in one of the trading companies
• Financial systems review and engagement in terms of capacity and integration with buyers team
On-going Moore Work
• Appointed Group auditors
• Payroll for all 6 entities will come under Moore umbrella
• Completion statement for the earn out will be prepared by Moore with support of corporate finance provider
• Tax advisors to selling shareholder as it relates to the transaction
• Buyer stipulated Moore to remain in key contact role for the earn out period as it relates to the above
• Holding company, subsidiaries and property company of shareholders will be prepared by Moore annually (6 entities)
Post Sale
• Identifying tax liabilities for seller and group
• Preparation of waterfall for cash surplus available for distribution by entity
• Directing completion management accounts to date of sale
• Supporting cost allocation computation in line with SPA
• Consolidated accounts to completion date
• Preparation of the completion statement for distribution of cash surplus will be prepared in March
• 3 year earn out and same role will apply annually in terms of completion statement