Transaction Support Services in Ukraine

Transaction Support Services in Ukraine

Transaction Support Services Our professional advice, from deal assessment through to execution and post-integration advice, will help you with understanding the strategic rationale of the transaction and its requirements. A transaction is one of the most complex and risky business propositions an organization can undertake. The potential for error is high in an environment where speed is critical, resources are limited, and pressure for quick results is great. The EY Transaction Support team provides financial, tax, legal, IT, human resources and commercial due diligence advice. We also provide deal structuring advice, negotiation support and SPA drafting service. We will help accelerate transaction value by: Reducing uncertainty and identifying risks Identifying key value drivers and challenging assumptions about future performance Identifying the optimal deal structure Improving our client s negotiating position Minimizing disruptions to the seller s operations during the negotiation Accelerating deal closing Providing support with integration of acquired business during the postdeal period EY is represented in 150 countries around the globe and brings together skilled and experienced experts who have a profound understanding of local markets. Financial DD Tax DD Legal DD Legal support Integration SPA drafting EY Services Structuring Commercial DD IТ DD Human Capital DD Our services Buy-side due diligence We assist acquirers/investors pre-acquisition in analyzing target companies so as to identify: Factors that may affect the strategic rationale of the transaction Value of the deal, acceptable to the investor Representations and warranties, which should be included in SPA to protect the investor Issues that may need to be dealt with post-acquisition Tax, legal and other risks Benefits for the acquirer Our approach is flexible, focusing on the critical factors affecting historical operating results, as well as on the entity s ability to generate sustainable earnings and cash flows. We work with you to design a customized approach to due diligence that focuses on the deal issues that matter most. Sell-side services Our services help to prepare the seller for significant phases of the transaction cycle. From pre-sale planning through to post-closing, EY can assist sellers in: Identifying potential deal-breakers and avoiding costly surprises Preparing for buyer due diligence Sell-side due diligence Providing control over the process and increasing the quality of the information, provided by the Target Improving tax benefits Exit readiness

Our approach Our approach delivers greater confidence in strategic rationale of the transaction and help you do the right deal at the right price Our transaction advisors have a well thought out point-of-view We harness the personal insights and industry knowledge of all of our people to give our clients the edge We identify the true value of the transaction, including synergies, company fit, and future opportunities We offer a one-team approach to financial, tax and legal, commercial, IT and human resources due diligence to create efficiencies due to timely sharing of information and identified issues between the work streams Our integrated teams offer customized solutions Our deliverables focus on what the client needs to know not on the work we have done Experience in transaction support and knowledge of the local market Key risks Scope of services Analyses Communication and deliverables Providing confidence that the deal is right Avoiding wasting management time Increasing likelihood you will get the deal done Focusing on issues accelerating execution Optimal deal structure Adding confidence to complete the deal at the right price Accelerating closing and facilitation of a smooth transition Deal negotiation and completion Benefits for the seller Adding value preventing dilution of value and providing the results of analysis, which will help potential investors to assess the Target and the deal rationale quickly, ensuring higher quality of the bid. Maximize efficiency accelerate transaction close by freeing up management time Maintain control - identify issues to the seller on the early stages of the process Transaction structuring We help find the answers to difficult questions that arise as a transaction is being structured, thereby helping our clients to evaluate alternatives and select transaction structure which is cost-, tax-, compliance- and accounting effective. Typical structuring issues include nature and extent of contingent consideration, management compensation arrangements, and how to achieve a tax basis step-up in a share transaction and tax efficiency when acquiring and at exit. Legal, Commercial, IT and HR Due Diligence and other services Legal support is instrumental to successful execution of any transaction. We provide a full-range of transaction legal services, including legal due diligence. Our legal due diligence is aimed at identifying legal risks and assessing the general legal status of a target company, thus seamlessly complementing findings from other areas of analysis and helping you to see the full picture. Our law practitioners could then help with drafting and executing legal documents, closing the deal and postclosing matters. We could further help you with on-going legal advice that addresses issues of specific relevance to your business in Ukraine.

What we offer Our deliverables are designed with a focus on the information the Client needs Our deliverables include: Key conclusions Target description Key questions and risks Resume of key factors identified in due diligence process Short description of the Target, its key indicators and main transaction parameters Detailed information regarding the key issues and clear, focused recommendations based on the performed analyses Overview of financial results Analysis of the main PL lines. EBITDA adjustments. Overview of financial state Analysis of the main BS items. Net debt and net working capital adjustments. Analysis of forecasts (if needed) Analysis of forecasts and assumptions, used by management of the Target in preparation of financial information Quality of financial information Description of sources of information, used in analysis. Reconciliation of the different information sources. Databook (if needed) Numerical ground for the conclusions, made in the course of due diligence. Input data for the business valuation model We provide market and industry due diligence and advice. Our independent market and commercial advice is aimed at helping our clients make appropriate decisions on investments and mergers & acquisitions. The increasing reliance on IT makes this an important success factor for nearly every organization. We help our clients to analyze and assess all relevant IT aspects of a target company, thereby enabling them to identify early all relevant risks and opportunities connected with the transaction from an IT perspective. People are typically a significant cost element and the intangible value of an organization. Early appraisal of target company s people assets is critical for the success of a deal. Our HR due diligence can provide a comprehensive picture of the human resources and their impact on a deal s potential success. In 2017 EY was recognized for the seventh time as top of the league table for accounting advice on transactions

EY competence also include: Valuation & Business Modeling Valuation of businesses, shares and intangible assets Valuation of capital equipment Valuation of employee stock options Business modeling Value dispute resolution Valuation expert testimony Restructuring Distressed corporate advisory Creditor advisory Formal insolvency/liquidation services Working capital services Legal entity rationalization Dispute resolution Authorized accountant role independent business and liquidity reviews, overview of cash flows for creditors Project Finance Public Private Partnership advice Business modeling and structuring Finance raising and negotiation Asset value optimization Infrastructure investment appraisals Strategic finance Mergers & Acquisitions Transaction Real Estate Transaction Integration Sell-side advisory (Acquisitions, divestments and mergers structuring, valuation, negotiation and closing) Buy-side advisory ( mergers and acquisitions) Capital raising advice Fairness opinions Debt/equity offering support Real estate due diligence and valuation Lead advisory services on real estate transactions and arranging equity and debt for acquisition or refinancing of real estate Strategic advisory services Project management advisory services Identifying potential integration challenges Preparation of initial synergy analyses Advice on initial integration planning process Pre-close and post-close advisory Transaction advisory services Transaction support services are an integral part of the Transaction Advisory Services provided by EY. Our professionals are committed to help companies identify and capitalize on business opportunities. Our service capabilities are varied including all aspects of advice required by business and finance.

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 works together with companies across the CIS and assists them in realizing their business goals. 4,500 professionals work at 20 CIS offices (in Moscow, St. Petersburg, Novosibirsk, Ekaterinburg, Kazan, Krasnodar, Rostov-on-Don, Togliatti, Vladivostok, Yuzhno-Sakhalinsk, Almaty, Astana, Atyrau, Bishkek, Baku, Kyiv, Tashkent, Tbilisi, Yerevan and Minsk). 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. 2017 Ernst & Young LLC. All Rights Reserved. Contacts in Ukraine: Larysa Marchenko Partner, Transaction Support Leader +380 (44) 499 2029 larysa.marchenko@ua.ey.com Anna Lyeva Senior Manager, Transaction Support +380 (44) 490 3043 ganna.lyeva@ua.ey.com