Services

Four kinds of mandate

Sale, acquisition, succession, financing.

01

Sell-side M&A

Sale strategy, transaction structuring, financial projections and marketing documents, a view on value and timing, data room, negotiation through to closing.

  • Sale strategy
  • Valuation & timing
  • Approaching buyers
  • Data room & due diligence
  • Negotiation
02

Buy-side M&A

Acquisition strategy, identification and approach of target companies, valuation, structuring and support through to signing.

  • Acquisition strategy
  • Target identification
  • Approach
  • Valuation
  • Transaction structure
03

Corporate finance & debt advisory

Advice on complex financings, drawing on a network of banks, mezzanine providers, private debt funds and investors.

  • Financing strategy
  • Capital structure
  • Choice of instruments
  • Preparing discussions with lenders and investors
04

Business succession

Succession solutions for owner-managed companies, from the search for the right successor through to signing, together with partners from our network.

  • Succession plan
  • Search & selection
  • Transaction structure
  • Completion

Who we work for

We advise

  • entrepreneurs, owners and managing directors
  • privately held companies
  • publicly owned companies
  • financial investors
  • family offices
  • the public sector, mainly regional and local authorities

The path

The process in detail

A company sale in nine steps. Acquisitions, succession and financings follow different paths.

  1. 01

    Engagement

    Scope, fee and mandate are set down in writing, together with the question of who on the seller's side is in the know. Work begins only after that.

    What is produced
    Engagement letter
    The step is complete when
    the engagement letter has been signed.
  2. 02

    Sale documents

    First an anonymised short profile that a buyer can read without knowing which company it is. Once the non-disclosure agreement is signed, the full presentation follows, with the numbers and the plan, together with the letter that sets out the process and the deadlines.

    What is produced
    Teaser, NDA, information memorandum, process letter
    The step is complete when
    the buyers who have signed the NDA have the memorandum.
  3. 03

    Long list

    Who could realistically buy: strategic buyers, financial investors, a successor from within. The list is deliberately long, and the seller strikes out anyone who is not to be approached. Competitors are nearly always up for discussion.

    What is produced
    Buyer list, short profiles
    The step is complete when
    the client has signed off the list, including the names to be excluded.
  4. 04

    Approach

    The long list becomes the short list, and the short list is approached. Every name carries a documented state of contact, so it is clear at any point who has seen what and who needs following up.

    What is produced
    Short list, call guides, contact log
    The step is complete when
    every name on the short list has a documented state of contact.
  5. 05

    Indicative offers

    The non-binding offers come in and are made comparable. This is where it becomes clear that the highest price is not always the best offer: structure, proof of funding and the buyer's intentions for the site and the workforce belong in the same table.

    What is produced
    Offer synopsis, equity bridge, draft sale agreement
    The step is complete when
    the client has decided who is admitted to due diligence.
  6. 06

    Due diligence

    The buyer examines, the seller supplies. Documents sit in a structured data room, questions run through a single list, and management presents in person. This stage takes up more of the seller's time than any other, and it is exactly what an adviser is there for.

    What is produced
    Data room, Q&A log, management presentation
    The step is complete when
    the admitted buyers have seen enough to price a final offer.
  7. 07

    Negotiation

    Now the structure is settled: how much is paid at completion, how much later, what depends on targets, whether the seller rolls over, whether there is a vendor loan. Anyone who negotiates only the headline price is negotiating half the deal.

    What is produced
    Final offer comparison, scenario models, letter of intent
    The step is complete when
    a letter of intent is signed or exclusivity is agreed.
  8. 08

    Signing

    The sale agreement is negotiated and signed. The lawyers draft; UCF makes sure the commercial points agreed in the negotiation actually appear in the contract.

    What is produced
    Sale and purchase agreement, disclosure schedules
    The step is complete when
    the sale and purchase agreement is signed.
  9. 09

    Closing

    Between signing and completion sit the conditions: consents, merger clearance, financing. Once they are met, the price is adjusted and paid, and the company changes hands.

    What is produced
    Conditions precedent, closing accounts, handover record
    The step is complete when
    the price has been paid and the company has changed hands.

Every transaction begins with a conversation.

Speak to us