EY Transaction Advisory Services. Transaction Support. Luxembourg

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1 EY Transaction Advisory Services Transaction Support Luxembourg

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3 EY Transaction Advisory Services Transaction Support Luxembourg

4 We find the answers to your questions and focus on your needs Are there known one-off or non-recurring items which should be considered? What asset belongs to me? What are the critical points to consider in the SPA? How to execute an efficient exit while maintaining control of the process? Who can help me set up a data room consistent with the information memorandum? What are the financial risks, synergies, operations, commercial and strategic rational related to the transaction? What are the buy-side/sell-side drivers? What are the principal barriers that can delay or derail a successful deal? What are the divesture risks and rewards linked with the transaction? What are the value drivers that affect the purchase price and expected return? How to increase the value and reduce the risk inherent to a transaction? Do the historical results reflect the underlying growth and margins of the business?

5 We offer integrated due diligence to help minimize risk and maximize value Many of the issues which result in failed acquisitions can be identified and assessed during an integrated due diligence process Integrated Due Diligence (DD) is a comprehensive forward-looking assessment, focused on the key business and valuation drivers behind the transaction and associated risks. Moreover, it provides final assessment of the thoroughness of pre-close integration planning and the likelihood of success We provide financial, tax, regulatory, operational, forensic and antimoney laundering due diligence to the financial sector, corporate and private equity clients, in all types of transactions Financial Due Diligence is at the center of the integrated due diligence process as it focuses on value and ties together the value implications of the findings of other work streams

6 Transaction support is an integral part of the transaction life cycle Receiving the right advice throughout the transaction cycle helps reduce the risks and uncertainty that are inherent in transactions. Transaction consideration Growth Strategy Search Due Diligence (DD) Bid & Negotiation Signing Closing Integration Performance Improvement Transaction overview Transaction Support Lead Advisory Valuation & Business Modelling Operations & Business Integration Business case analysis/valuation Valuation Assessment Acquisition model build/ review Financial DD SPA Input Mergers & Acquisitions Lead Advisory Pricing assistance/ pre acquisition purchase price allocation (PPA) Operational & IT DD PPA Integration design, planning and day 1 readiness Transfer value Transaction integration execution Planning & reporting tools Effectiveness assessment Tax Tax DD Tax structuring Regulatory & Governance Regulatory & risk DD Governance & risks

7 Our approach Insights Issues Scope of work Field work Communication Transaction Foundations Databook Transaction Insights Deal negotiation and completion Our methodology is based upon a focused, issues-based approach with scope and reporting that are tailored to the client and the transaction. We focus on key issues and reach conclusions on the implications of our findings. Our methodology: Uses knowledge, contacts and insights to identify the key issues Ensures that the scope focuses on the key issues Provides an iterative process that reflects upon the implications of our findings in the additional work we perform Addresses the key issues while communicating them clearly to our clients on an ongoing basis TAS methodology We have designed our deliverables to focus on what the client needs to know: Databook Transaction foundations Transaction insights Data analysis and key reconciliations Supports the due diligence process Feeds into our reporting Supports purchasers modelling exercises Used for preparing model of returns/irr Used to model future covenants Data used to prepare board/ investment committee papers Tells the story Specific questions answered with factual conclusions Emphasis on basic/functional DD Conclusions on reliability and robustness of data Used by a broad audience including deal team, advisors, etc Summary of findings impacting the deal Advice and recommendations that address client s key concerns (answers the so what? question) Next steps for the client to consider Targeted at senior deal participants TAS deliverable Basis of findings Findings Recommendations

8 EY Luxembourg at the heart of Europe About EY EY is one of the world s leading professional services organizations with revenues of USD 27.4 billion (FY 2014) and more than 190,000 professionals across the globe EY Transaction Support has more than 3,000 advisors in over 90 countries offering a full range of hands-on support and advice across the transaction lifecycle, whether supporting a buyer or a seller Luxembourg

9 Thorough knowledge of the financial services industry Luxembourg is optimized for business with an efficient government that runs the country as if it were a corporation. The financial services industry is among the top priorities of the government development program. EY Luxembourg counts 1,100 client serving staff of which approximately 500 professionals focus entirely on the financial industry. Extensive international coordination experience for clients with their global or European headquarters in Luxembourg EY Luxembourg serves as an entry point to a large network of EY member firms across Europe and the wider EMEIA area of EY (Europe, Russia, Middle East, India and Africa). High quality local team with execution capabilities in English and key European languages (French, German, Russian and more) EY Luxembourg finds itself at the business and cultural crossroads of Europe. Our teams have diverse backgrounds drawing on experience from many EY member firms. Single team approach to due diligence Our single team approach combining financial, tax and regulatory due diligence creates efficiencies by virtue of timely information sharing and identifying issues between workstreams. Why EY Luxembourg?

10 Other transaction advisory services Transaction Support is part of a wider Transaction Advisory Services practice which offers a broad range of services around the capital agenda of its clients Preserving capital Assessment of risks around liquidity positions Advisory on distressed situations Refinancing debt, equity and other obligations Investing capital Planning and structuring acquisitions Integrated due diligence and valuation Support in deal negotiations Optimizing capital Business review Improving working capital and releasing cash Legal entity rationalization Raising capital Sell-side due diligence Capital rising advice Debt/equity offering support Developing cost and tax efficient structures Merger and Acquisition Lead advisory services for acquisition, divestments, mergers Assistance in structuring, valuation, negotiation and closing of M&A deals Capital raising advice Debt/equity offering support Restructuring Advisory on distressed situations Assessment of risks around liquidity positions (review of cash flow forecasts and capital structures) Business review Legal entity rationalization (simplification of group structures) Valuation and Business Modelling Valuation of business, shares and intangible assets Valuation of capital equipment Business modelling Valuation of employee stock options Value dispute resolution Transaction Tax Buy-side and sell-side tax due diligence/review Development of tax efficient acquisition or disposal structures Review of tax assumptions in the financial models

11 Contacts If you would like to discuss our Transaction Support services please contact your usual EY advisor, or the relevant contact listed below Transaction Advisory Services Leader Christophe Vandendorpe Executive Director, Transaction Advisory Services Luxembourg Transaction Support Expert Bogdan Chervonyy Senior Manager

12 EY Assurance Tax Transactions Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. About EY s Transaction Advisory Services How you manage your capital agenda today will define your competitive position tomorrow. We work with clients to create social and economic value by helping them make better, more informed decisions about strategically managing capital and transactions in fast changing-markets. Whether you re preserving, optimizing, raising or investing capital, EY s Transaction Advisory Services combine a unique set of skills, insight and experience to deliver focused advice. We help you drive competitive advantage and increased returns through improved decisions across all aspects of your capital agenda Ernst & Young S.A. All Rights Reserved. ED None This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific advice. ey.com/luxembourg