Mergers and Acquisitions (M&А)

  • Design of transaction structure
  • Strategic analysis and planning
  • Due diligence of the target company
  • Financial and valuation analysis of the target company
  • Assistance in identifying sources of transaction financing (cash, loans, shares) and development of the optimal financing structure
  • Investor search and screening and assistance in negotiations
  • Participation in transaction execution

IPO/SPO and debt financing

Russian market: initial and secondary public offering, corporate bonds

  • Design of the issue parameters
  • Consulting at all stages of issue: corporate solutions execution, related-party transactions, large-scale transactions
  • Preparation of issuing documents: registration statement, prospectus, report on the results of securities issue
  • Monitoring of the information disclosure during the issue and securities circulation
  • Assistance in inclusion of securities into the exchanges' quotation lists
  • Liaising with consortium of underwriters, trading systems, depository infrastructure
  • Preparation of comprehensive investment memorandum, pre-IPO investor presentations

International Markets: Eurobonds, backed structured bonds, convertible bonds, depository receipts, syndicated loans

  • Company's due diligence
  • Defining the issue structure and providing recommendations on the choice of the security exchange
  • Interaction with investment banks, their consultants, security exchanges
  • Drafting of “About us” and “Risk factors” sections in the company's offering and loan memorandums
  • Drafting of the presentation materials and road-show support
  • Comprehensive analysis of critical issues, preparation of a road-show list of possible questions and recommended answers
  • Interaction with rating agencies to obtain and maintain credit ratings

Debt management

Debt management system/practice audit

  • Analysis of debt portfolio management documentation
  • Analysis of current position: priorities, requirements for financial performance
  • Analysis of the structure of the debt portfolio: types of instruments used, maturity, cost, nature, volume, value
  • Analysis of the short and long-term borrowings (volumes, timing, markets, instruments)

Debt management system/practice improvement

  • Identification of the criteria for selection of financial instruments to minimize the impact of foreign exchange rates, interest rate risks, the cost of debt financing/refinancing and debt service
  • Development of performance indicators of debt portfolio management
  • Development of procedures to monitor and maintain the optimal portfolio debt structure, the choice of information and analytical support sources
  • Integration of the debt management business processes with the company's risk management system
  • Assistance in updating the internal documentation determining company's fiscal policy and debt portfolio management requirements

Debt portfolio Analytical Control Module development (Microsoft Excel). Modul's main functions:

  • Analysis of financial instruments for debt portfolio formation/diversification
  • Financial modeling: sensitivity analysis (analysis of the influence of selected individual factors), scenario analysis (analysis of the influence of series factors)
  • Presentation of the results in absolute and relative indicators, graphic visualization
  • Integration with Bloomberg Terminal for real-time data update based on predefined parameters (projected macroeconomic indicators, portfolio items market price, and other relevant data)

Methodological support for the development and implementation of Debt portfolio Functional Control Module based on the information management system, including functional requirements preparation and business processes and procedures automation adaptation

Project and public-private financing

  • Conceptual evaluation of investment (infrastructure) project, financial expertise and investment justification (financial modeling)
  • Development of the concept, structure and basic terms of the transaction, including public-private partnership (PFI / PPP)
  • Consulting support of the project development
  • Selecting financing sources and means: equity, debt, derivatives
  • Attracting domestic and foreign investors (creditors), financing structure: private placement, syndicated loan, Rouble denominated and Eurobonds, leasing
  • Organization and support of the negotiation process