Expertise for private equity and investment firms

Transcription

1 PETERS, SCHÖNBERGER & PARTNER Expertise for private equity and investment firms Legal Advice Audit Tax Advice Family Office

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3 Private equity and investment firms often play a crucial role in enabling small and mid-cap firms to grow thereby creating the basis for sustained business success. In view of the related risks, it is crucially important to have an experienced partner at your side.

4 PSP partner for private equity and investment firms As a mid-sized private equity and investment company, you are constantly on the lookout for suitable investment opportunities for example businesses that require fresh capital to expand, firms facing a succession solution, companies that have to overcome a crisis or those that are to be restructured. In your business in particular, it is necessary to act fast and at the same time circumspectly. On the basis of your personal experience, you can quickly identify promising acquisition targets. To deal with all the following steps, you seek a first-class adviser that, in a straightforward and interdisciplinary manner, considers the: With our long-standing experience in M&A transactions and devising sustainable business structures, we can offer you one-step integrated advisory services. The close collaboration between the auditors, lawyers and tax consultants in our transaction advisory team gives you a considerable advantage. We support you responsibly, rapidly and flexibly in every stage of the transaction. We do so as a full service provider, in selected fields or in specific assignments. We assist you prior to, during and after your transactions. We advise you in connection with your decisions, the structure of the transaction and its implementation. business tax and legal issues.

5 We provide a full range of services for business, legal and tax issues.

6 Experience with small and mid-caps Corporate transactions are often highly complex, as they involve a range of conflicting economic, strategic, tax and legal issues. We are one of the leading advisers to mid-sized private equity and investment firms in Germany. Our team of more than 15 specialists consisting of auditors, lawyers and tax consultants has a successful track record in private equity transactions spanning more than 20 years. We have particular expertise in small and mid-caps and in carve-outs of business sectors. Besides know-how, trust is vital and our private equity team therefore consists solely of highly qualified advisers that have gained transactional experience over many years in some cases at major international firms. As a result, we can always provide the same quality of advice as the major international firms in a national and international context, and do so in a flexible manner. In addition, our experts can, if required, tap into the collective know-how of more than 100 employees at PSP from various specialist areas. Thanks to this close interdisciplinary cooperation, we ensure that inefficiencies do not arise at all. In this way, we develop coordinated solutions that have been thought through as a whole, leading to coherent results. In doing so, we help you attain your objectives.

7 Experience with Mittelstand companies and an interdisciplinary approach are what distinguishes us.

8 We support you even before your investment decision Carefully preparing and analysing the basis for decisions and the early identification of crucial value factors represent key steps in a successful corporate transaction. On your behalf, we analyse the most important issues that form the basis for your decision even before a non-binding letter of intent is handed over. These include the relevant consolidated EBIT, cash flow assumptions, alternative transaction structures and the tax consequences for you as buyer or vendor. Our wealth of experience enables us to identify the neuralgic and relevant points in a transaction. As part of our professional approach, we offer a particular service - our quick check analysis. Based on the rule of thumb that we identify 80 percent of the relevant facts in 20 percent of the time, we analyse the situation of a potential acquisition target in a very short time and concentrate on the essentials. This results in a considerably leaner transaction. In doing so, whenever possible, we place great emphasis on reviewing the facts locally so that the target s management can deal directly with our inquiries regarding relevant matters. Applying this method, we can quickly deliver the first solid results. We consider whether, and if so, on what conditions, it makes sense for you to proceed with a transaction or what facts indicate that you should not take the matter further. Besides the savings in time and costs, the quick check analysis gives you an edge in terms of greater knowledge and negotiating benefits, as you are already familiar with the salient facts from the very start.

9 Examples of our advisory expertise Assisting in the planning of M&A transactions and their funding Quick check analysis Planning advice on business, legal and tax issues and the transaction structure Business valuations according to recognised standards Developing mechanisms to determine or agree on acquisition prices Advising and providing support in the case of businesses bought out of insolvency Quick check analysis provides a better basis for decisions.

10 We support you in implementing your planned acquisitions To guarantee your success, we define the transaction objectives with you and examine how realistic the available information is. We analyse the financial, legal and tax structures of your target firm, evaluate the opportunities and risks and summarise our results in informative due diligence reports. In the interest of making quick progress in negotiations, our particular focus is on processing all the facts in depth. To this end, we provide you with expert assistance in contract negotiations and prepare documentation to reflect the agreements reached. Even in the detailed work, we always keep in mind your objectives and place great emphasis on practical advice. Legal discussions of no commercial relevance are not our style. As a firm that has been providing practical advice to Mittelstand firms for many years, we regularly deal with such enterprises, their structures and specific issues with enormous empathy. You will profit from this. This is why we are valued especially by small or mid-cap targets as partners with a sense of proportion. This enables us to avoid communication gaps in dealing with small and mid-sized companies and bridge the differences in mentality often only perceived, but significant nonetheless between private equity and target firms and resolve any misunderstandings.

11 Examples of our advisory expertise Legal preparation of a complete transaction documentation including exclusivity agreements, LOIs, purchase agreements Legal, financial and tax due diligence, including Compliance due diligence Risk analyses and reporting Assisting in contract negotiations and the contractual implementation of M&A transactions Optimising structures and transactions from a tax perspective Planning, preparing and reviewing settlement balance sheets Advising on anti trust law issues We do not confront you with legal discussions of no commercial relevance.

12 We support you in post-closing disputes M&A transactions are normally regulated in complex contracts. Nevertheless or perhaps for that very reason conflicts arise quite often after a transaction has closed. The following are typical areas of contention: The valuation of transferred net assets of relevance in determining the purchase price Defending or enforcing contractual warranty claims The valuation of price adjustment clauses (earn-out clauses) and Provisions regarding tax exemption. In post-closing disputes, we review the legal position and business facts and represent your position against the opposite side if necessary at court. In all disputes, we place great emphasis on a proper, in-depth analysis of the issues. Success or failure usually hinges on a better knowledge of the facts regardless of whether you negotiate to settle the disputes out of court or have them clarified by the court. Irrespective of the above, even prior to the transaction we keep in mind the possibility of postclosing disputes. Our experience enables us to take preventive action and optimise your position already during contract negotiations.

13 Examples of our advisory expertise Dealing with warranties Analysing the legal and business situation Working out the basis for claims Representing your claims in negotiations, before the court or before an arbitration tribunal Preparing or reviewing settlement balance sheets according to contractual provisions Calculating and negotiating earn-out claims The targeted analysis of legal and business facts forms the basis for your success in post-closing disputes.

14 A national and international presence We operate wherever our clients need us as we are aware that personal advice does not end at the border. This applies especially to private equity transactions, since many target businesses have several locations. Even in the case of foreign target firms or foreign subsidiaries of domestic targets, you can draw on our expertise and enormous international experience. We have been a member of DFK International a significant association of independent audit and tax consulting firms for many years. The association covers more than 400 offices in 85 countries. Through DFK International, we always have a local presence outside Germany and can support you worldwide with the services that you expect from us in your M&A transactions. In addition, we maintain personal contacts to many excellent advisers abroad. These have grown over the years and also enable us to give you prompt and efficient advice on complex international issues. Moreover, in complex matters we ourselves work abroad locally. Besides overall coordination, we ensure that examinations, negotiations and the final documentation meet your requirements. Through DFK, we have a local presence in 85 countries.

15 The firm opposite the Siegestor Since it was established over 35 years ago, Peters, Schönberger & Partner has developed into a highly regarded mid-sized firm that provides tax advice, audit services and legal advice. We mainly advise small and midsized firms, family businesses, entrepreneurs, wealthy private persons and private equity companies that seek interdisciplinary and personal advice. With us at your side, you have a professional, reliable and assertive partner that is committed to representing your legal and tax interests and that performs the traditional tasks of auditors. PSP a consistent interdisciplinary approach

16 You can find further information on our range of services in the target group brochures: Small and mid-sized firms Family businesses and entrepreneurs Family Office / private clients PETERS, SCHÖNBERGER & PARTNER MBB RECHTSANWÄLTE WIRTSCHAFTSPRÜFER STEUERBERATER Schackstraße Munich Phone: psp@psp.eu PSP /17 STEP PHOTOS: KARSTEN DE RIESE, DIETRAMSZELL