EY Romania - Transaction Support Services

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  • 1. EY | Assurance | Tax | Transactions | Advisory About EY If you would like to discuss our transaction support services 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. Assurance | Assurance Transactions | Advisory Assurance Tax | | Tax | | Advisory Tax Contacts | TransactionsTransactions | Advisory fwouldwould globalto discussour transactionservices please please contact uldyouwouldalike to discusstransaction support and advisory contact contact contact your usual EY advisor, or any of the contacts like to discuss our our our transactionsupport services please like like leader in assurance, support support services Ifyou EY is to discuss transaction tax, transaction services please contact please our usual Ernst advisor,and quality services weofthe contactstrust and below. listed Ernst Ernst & Young & Young & usual usual Ernst&insights or any of orof contacts listed below. below. Ernst below. Young Young l Ernst services. The&Young advisor, theany deliver help listed listed & Young Ernst & your Ernst & Young advisor, or any any ofcontacts build listed Young advisor, or the the contacts below. Contacts to the global organization of member firms of EY Global Limited, ts tacts EY refers is a separate legal entity. EY Global Limited, a UK company Contacts which each of limited by guarantee, does not provide services to clients. For more Cornelia Bumbacea Cornelia Bumbaceaour organization, please visit www.ey.com Cornelia Bumbacea informationCornelia Bumbacea about Partner | Advisory Services Partner | Transaction|Transaction Advisory Services Partner | Transaction Advisory Services Partner Transaction Advisory Services EY Romania — Transaction Advisory Services e-mail: manage their capital Howe-mail: e-mail:cornelia.bumbacea@ro.ey.com organizations cornelia.bumbacea@ro.ey.com e-mail: cornelia.bumbacea@ro.ey.com agenda today will define their cornelia.bumbacea@ro.ey.com Phone: (40) 21 402 competitivePhone:(40) 21 402 4000 Phone: (40)(40) 2140004000We work with our clients to help them Phone: position tomorrow. 4000 21 402 402 make better(40) 21 31021310 7123 and (40) Fax: Fax: Fax: 310 71237123 decisions about how they strategically (40) 21 more informed 7123 Fax: (40) 21 310 manage capital and transactions in a changing world. Whether you’re preserving, optimizing, raising or investing capital, EY’s Transaction Advisory Services bring together a unique combination of skills, insight and experience to deliver tailored advice attuned to your needs — helping Liliana Busoiu Liliana Busoiu Busoiu you LilianaLiliana Busoiu drive competitive advantage and increased shareholder returns Director | Advisory Services Director | improved decisionAdvisory Services aspects of your capital Director | Transaction making across Services Director Transaction Advisory Services through Transaction|Transaction Advisory all agenda. e-mail: liliana.busoiu@ro.ey.com e-mail: liliana.busoiu@ro.ey.com e-mail: e-mail:liliana.busoiu@ro.ey.com liliana.busoiu@ro.ey.com Phone: (40) 21 402 Phone: (40)(40) 2140004000 4000 Phone:Phone:(40) 21 402 4000 21 402 402 Fax: Fax: Fax: 310 71237123 7123 (40)(40) 21 31021310 7123 21 Fax: (40) 21 310 (40) © 2014 EYGM Limited. All Rights Reserved. EYG nr. CY0560 Cristina Cristina Tarziu Cristina TarziuTarziu ED 0715 Cristina Tarziu Manager | Advisory Services Manager | Transaction|Transaction Advisory Services Manager | Transaction Advisory Services Manager Transaction Advisory Services This publication contains information in summary form and is therefore intended for general guidance only. It is not intended to be a substitute for detailed research or the exercise of e-mail: cristina.tarziu@ro.ey.com e-mail: cristina.tarziu@ro.ey.com nor any other member of the global EY organization e-mail: e-mail:cristina.tarziu@ro.ey.com cristina.tarziu@ro.ey.com professional judgment. Neither EYGM Limited Phone: (40) 21 402 can accept any Phone: (40)loss 402 4000 any person acting or refraining from action as Phone: (40)responsibility40221occasioned to Phone: (40) 2140004000 4000 21 402 for a result of material (40) this publication. Fax: Fax:anyFax: 310 71237123 On any specific matter, reference should be made to the (40)(40) in(40)21 310 7123 21 Fax: 21 31021 310 7123 appropriate advisor. EMEIA MAS.963.0812 Cristina Cerbu Cristina Cerbu Cristina CerbuCerbu Cristina Manager | Advisory Services Manager | Transaction|Transaction Advisory Services Manager | Transaction Advisory Services Manager Transaction Advisory Services e-mail: cristina.cerbu@ro.ey.com e-mail: cristina.cerbu@ro.ey.com e-mail: e-mail:cristina.cerbu@ro.ey.com cristina.cerbu@ro.ey.com Phone: (40) 21 402 Phone: (40)(40) 2140004000 4000 Phone:Phone:(40) 21 402 4000 21 402 402 Fax: Fax: Fax: 310 71237123 7123 (40)Fax: 21 31021310 7123 (40) (40) 21 310 21 (40) Marius Boatca Marius Boatca MariusMariusBoatca Boatca Manager | Advisory Services Manager | Transaction|Transaction Advisory Services Manager | Transaction Advisory Services Manager Transaction Advisory Services e-mail: marius.boatca@ro.ey.com e-mail: marius.boatca@ro.ey.com e-mail: e-mail:marius.boatca@ro.ey.com marius.boatca@ro.ey.com Phone: (40) 21 402 Phone: (40)(40) 2140004000 4000 Phone:Phone:(40) 21 402 4000 21 402 402 Fax: Fax: Fax: 310 71237123 7123 (40)(40) 21 31021310 7123 21 Fax: (40) 21 310 (40) Assurance | Tax | Transactions | Advisory About ErnstAboutErnst & Young AboutAbout & Young Young Ernst Florin Vasilică & Young Ernst & Ernst global isaaglobal in ErnstErnst &Ernst&&Youngleader in leader in & Young is a Partner is Transaction Advisory Services Young is a global leader leader in Young| global assurance, assurance, tax, transaction and advisory assurance,transaction and advisory tax, tax, transaction and advisory assurance, tax, transaction and advisory services. our 152,000 people services. Worldwide, Worldwide, our 152,000 people services. Worldwide, our 152,000 people people services. Worldwide, our 152,000 are united by our shared values are united by our shared our shared an an andan are unitedunited by values and values and an our shared values and are by e-mail: florin.vasilica@ro.ey.com Phone: (40) quality. unwaveringunwavering commitmentWe quality. We unwavering commitment to21 402 4000 We commitment to quality. to quality. unwavering commitment to We makemake make aadifference our21our people,people, a difference by helping by helping 7123 amake Fax: by (40) people,our people, difference difference by helping our helping 310 our our widerwider wider communities our clients and clients and our wider communities our clients clients and ourcommunities our and our communities achievepotential. achieve their their Liliana potential. achieve potential. potential. achievetheir Bușoiu their Executive Director | Transaction Advisory Services Ernst & refers to the to the ErnstErnst & YoungYoung refers to the global & Young refers to therefers global global Ernst & Young global organization firms of organizationorganizationof member of organization of member firms firms of of member of member firms of Ernst &e-mail: liliana.busoiu@ro.ey.com ErnstErnst & YoungYoung Global Limited, each & Young Global Limited, each each each Ernst & Global Limited, Young Global Limited, ofseparateisaaseparateentity. 4000 Phone: (40) legal of which is aofwhich is legal legal21 402 entity. of which is a separate entity.legal entity. which separate Ernst &Fax: ErnstErnst & YoungYoung GlobalUK 310 7123 & Young Global Limited, a 21 a UK aaUK Ernst & Global(40) Limited, UK Young Limited, Global Limited, company limited by guarantee, company limited by guarantee, guarantee, does company limited limitedby does does does company by guarantee, not providenot provide servicesFor clients. For more not provide services to clients.clients. For more services to clients. to more more not provide services to For Cristina Târziu informationinformationorganization,Transaction Advisory Services information about about our organization, about Seniorabout our |organization, our Manager information our organization, please visit please visit www.ey.com pleasewww.ey.comwww.ey.com visit www.ey.com please visit e-mail: cristina.tarziu@ro.ey.com About ErnstAboutErnstTransaction402 4000 AboutAbout & Young’s Transaction Ernst Phone: (40) Transaction & Young’s & Young’s Transaction Ernst & Young’s Advisory Services 21 Advisory Services Advisory Services Advisory Services Fax: (40) 21 310 7123 How organizations manage their How organizations manage their their capital capital How organizations manage capital theircapital How organizations manage agenda today will their their competitive agenda todaytodayMirelatheirdefinecompetitive agenda will define Calotă agendawill define competitive competitive today will define their position tomorrow. We work with position tomorrow. We work work our our our position tomorrow. We with with with our position tomorrow. We work Advisory Services Manager | Transaction clients tohelp better make better clients to help them them make make better and clients clientstomake them better and and to help help them and more informed decisions about more more informed decisions about about how informed decisions about how how how more informed decisions they strategically manage and e-mail: mirela.calota@ro.ey.com they strategicallystrategicallymanage capital and they strategically manage capital capital and they manage capital and transactions inaachanging Whether Phone: transactionstransactionsin (40) world.world. Whether transactions in a changing 21 402 4000 Whether in a changing world. Whether changing world. you’re preserving,preserving, optimizing, raising you’reyou’re Fax: optimizing, 310 7123 preserving, (40) 21 raising raising you’re optimizing, raising preserving, optimizing, or investing capital, Ernst & Young’s or investing orinvesting capital, & Young’s or investing capital, Ernst Ernst & Young’s capital, Ernst & Young’s TransactionTransaction Advisory Services bring Transaction AdvisoryCîdubring bring bring Advisory Services Transaction Advisory Services Marius Services together aaunique of skills,skills, together a unique combinationcombinationof skills, together a uniqueuniquecombination of skills, together combination of Manager | Transaction Advisory Services insight and insight and experience to deliver tailored insight insight andto deliver tailored experience experience to deliver tailored and experience to deliver tailored advice your needs your needs ——helping you attuned toneeds — helping you you advice attuned to attuned to— helping you helping advice advice to your your needs attuned drive competitive and increased increased e-mail: marius.cidu@ro.ey.com drive drive competitive advantage and increased competitive competitiveadvantage and increased drive advantage advantage and shareholder returns 21 402 improved Phone: (40) through shareholder shareholderreturns through 4000 shareholder returns through improved returns through improved improved decision making acrossall aspects decision making across all (40) aspects 7123 of decision makingmakingacross of aspects of aspects all decision across all 21 310 of Fax: your agenda. your capital yourcapital agenda. your capital capital agenda. agenda. Alina Cincă Manager | Transaction Advisory Services e-mail: alina.cinca@ro.ey.com Phone: (40) 21 402 4000 Fax: (40) 21 310 7123 © EYGM EYGM Limited. © 20122012 2012 EYGM Limited. © EYGM 2012 Limited. © Limited. All Rights All Rights Reserved. Reserved. All Rights Rights Reserved. All Reserved. This publication contains information This publication contains information in information in summary This publication containscontains summary in summary This publication information in summary form and is therefore intended for general guidance form and is and is therefore intended for general guidance form therefore intended for general guidance form and is therefore intended for general guidance only. Itonly. It intendedis not intendedsubstitute for detailed detailed is not only. ItIt to be a substitutebe adetailed for detailed is not intended to be a to be a substitute for only. is not intended to for substitute research orof professional judgment. judgment. research or the or the exerciseexercise of professional judgment. research exerciseor the of professional judgment. research the exercise of professional NeitherLimited nor any memberother member of Neither EYGM EYGM EYGM Limited nor any other member of Neither Neither EYGM Limited other member of Limited nor any other nor any of the global Ernst Young can accept can the global global& YoungYoung& Young organization can accept the Ernst Ernst &Ernst & organization can accept accept the global organization organization any responsibility for loss occasioned person person any responsibility for loss occasioned to any to any to any person any responsibility for loss occasioned person to any any responsibility for loss occasioned acting or refraining from action as a result acting acting or refraining from action as a of any ofresult of any or refraining from action as from action as a any of any acting or refraining a result result material in this publication. On any specific material in thismaterial in this publication.specific matter,matter, material in this publication. On anyOn any specific matter, publication. On any specific matter, reference be made madeappropriate reference shouldshould should betomade to the appropriate reference be made to the appropriate appropriate reference should be the to the advisor. advisor. advisor. advisor. Driving the Capital Agenda - Transaction Support Driving Agenda - Transaction Transaction Support Driving the Drivingthe Capital Agenda - -Transaction Support Driving the Capital Agenda - Transaction Support Capital the Capital Agenda Support How organisations manage their How organisations manage How How organisations manage their their organisations manage their How organisations manage capital todaycapitaltheir will capital today will their definedefinetheir capital todaydefinewill define their will will capital today their today competitive position tomorrow. define their competitive competitive position tomorrow.tomorrow. competitive position tomorrow. competitive position position tomorrow. Expertise and experience in Expertise and experience experiencein raising Expertise and experience in raisingraising Expertise and in raising andcapital is the key is the key investing capital key key and investing investing capital is the and investingExpertise and experience capital is the and enablerinThose with with raising and enabler for enablerfor growth. Those with enabler for growth. Those Those with growth. for growth. investing robust to identifytheidentify and for processes to key enabler capital identify and and robust processes processesand robustrobust processes to is to identify evaluate opportunities, while growth. Those with evaluate opportunities, whilewhile while evaluate opportunities, evaluate opportunities, robust maintaining flexibility and creativity processes to creativity maintaining flexibility and creativity creativity maintaining flexibility and identify and maintaining flexibility and in structuring investments,have in structuring structuringinvestments, ahaveaa in structuringevaluate opportunities, investments, a in investments, have have clear competitive advantage. while maintaining clearclear competitive advantage. flexibility competitive advantage. advantage. clear competitive and creativity in structuring Our experience provides us with Our experience experienceprovides us with Our experience provides us witha clear Our provides us with investments, have the ability tohelp develop, the ability to help clientshelpclients develop, the ability abilitytoclientsclients develop, the to help develop, competitive advantage. evaluate and the strategy, strategy, evaluate and challenge challenge the strategy, evaluate and challenge the strategy, evaluate and challenge the as wellOur experience a around as well as thewell asstory,valuestory, around aa as wellas valuevalue value around a as the asthe story, story, the around provides transaction,tangible valuevalue value us with the ability transaction, providing providing tangible value transaction, providing tangible to help transaction, providing tangible to their clients develop, process. to their their decision-making process. to decision-making process. evaluate and to theirdecision-making process. decision-making challenge the strategy, as well as the value story, around a transaction, providing tangible value to their decision-making process. Transaction Support Driving the Capital Agenda
  • 2. Investing capital How we can help Reducing and managing risk, and identifying and realizing opportunities on acquisitions, are best achieved by those with a rigorous approach that focuses on the key business drivers throughout the transaction life cycle. In addition, having experienced and independent support throughout the transaction will underpin management’s communication of the rationale and the value propositions to all stakeholders (boards, senior management, lenders, equity investors, strategic and financing partners). Our teams provide holistic approaches that include helping develop and challenging investment strategies and due diligence approaches based on sector and individual transaction needs. Our acquisition due diligence approach is phased to identify and evaluate issues and concerns as soon as possible. We assist buyers with negotiations and the structuring of transactions, helping them to prepare post-investment integration/ implementation plans and to minimize risks in the transaction. Examples where we can help 1 M&A readiness and process management 2 Acquisitions 3 Joint ventures and strategic alliances 4 Market analysis 5 Customer and supplier analysis Raising capital Investing approaches • Provide introductions to investment bankers, lawyers and other specialists • Conduct early identification/assessment of key deal issues • Perform purchase price/deal structure analysis • Provide pre-acquisition valuation considerations • Provide preliminary post-close price allocation and financial impact simulation • Conduct market due diligence and industry assessment • Provide input on letter of intent/preliminary terms • Provide advice around leading practices and project management solutions • Conduct phased financial/business due diligence • Identify potential deal breakers and key issues • Assess quality of earnings — pro forma EBITDA • Analyze key operating metrics (including working capital) • Assess quality of assets, off-balance sheet exposure • Bridge historical to forecast operating results • Stress-test target’s forecasts and model assumptions • Perform stand-alone cost and synergy analysis • Coordinate our tax, due diligence/structuring, 0&T1, HRC2, commercial and TI3 due diligence as well as the findings of other advisors concerning financial impacts • Support buyer’s negotiating position • Analyze seller’s proposed tax structure • Provide input to purchase agreement and related documents (e.g., tax opinions, supply agreements, close mechanisms, compensation arrangements) and representations and warranties Maximize value and reduce risk Transaction strategy Transaction opportunity Transaction execution Transaction negotiation and close Raising approaches • Provide introductions to investment bankers, lawyers and other specialists • Conduct exit readiness diagnostic • Provide advice on remedies to/presentation of identified business concerns, separation issues and presale improvements (tax structuring, operational, etc.) • Conduct presale due diligence (financial, O&T1, HRC2, TI3, tax, and commercial) • Provide input on offering material/teaser • Prepare seller for buyer’s due diligence • Conduct phased financial/business vendor due diligence • Coordinate our tax vendor due diligence/structuring, 0&T1, HRC2, commercial and TI3 due diligence as well as combining the financial impact of the findings of other advisors • Develop financial data schedules for buyer • Prepare carve-out financial statements and support operational carve-out • Prepare stress test information to be provided to buyers • Provide assistance in presenting information to buyers (data organization and seller information document) • Assist management in responding to buyer questions • • • • Assist management with responses to negotiation points Analyze buyer’s proposed tax structure Provide input to purchase agreement and related documents Where available, provide reliance on our reports and assist with operational transition • Assist with preparation of closing financial schedules How we can help Increasing value while reducing impact on operations when divesting is largely determined by four factors: 1 State of readiness of the assets/ operations being disposed 2 Sellers’ ability to communicate a compelling investment and growth story around the target that is tailored to the needs of different investor groups(e.g., corporate, PE, SWF) 3 Sellers that simultaneously explore multiple exit options(e.g., IPO, strategic sale, JV) 4 Sellers who recognize the trade-off between speed and deal value Our teams provide holistic approaches that include exit readiness assessments to help sellers identify opportunities to enhance and effectively extract value from a divestment. Our advice extends from providing independent reports to potential investors (including vendor due diligence reports) to advice on and assist with information presentation to potential buyers. Our approaches allow management to focus more of its resources on continuing operations during the divestment process. Examples where we can help 1 Portfolio review 2 Exit readiness review 3 Divestitures (including carve-outs) • Analyze closing financial schedules • Support buyer’s purchase price adjustments • Support opening balance sheet analysis • Provide audit and tax services • Perform post-acquisition improvement and opportunity diagnostics • Facilitate development of strategy and performance metrics • Provide integration services Transaction effectiveness • Support seller’s purchase price adjustments • Assist with tax compliance • Support seller’s dispute position and indemnification claims • Provide documentation of tax structuring • Provide insights on separation challenges to reduce transition period 4 Joint ventures and strategic alliances 5 Fund-raising 1 2 3 Driving the Capital Agenda - Transaction Support Operations and technology Human resource capital Transaction integration Driving the Capital Agenda - Transaction Support