Investment houseRUB 300m – 5bn
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Capital & Structuring

In the mid-market a transaction fails on buyer financing and on structure more often than on price. This practice addresses both.

What the practice does

FINANCING

Money for the transaction

Bank and project finance for the buyer, preparation of the pack against credit committee requirements, work with funds and development institutions.

STRUCTURE

How the deal is documented

Share sale or asset sale, allocation of price between business and property, deferred consideration, earn-outs, escrow, warranties and liability caps.

OWNERSHIP

Ownership structure

Bringing a group into saleable form: consolidation of assets, removal of cross-holdings, separation of the operating and property perimeters.

TAX

The tax map of the transaction

The consequences of each structural option, calculated before signing while the choice is still open.

How this is calculated →

Why the bank is a party to the transaction

In our range a significant share of buyers arrive with borrowed money. That changes what the materials have to contain.

The bank needs a document

A credit committee requires an independent valuation: the buyer's application reaches a decision together with it.

The committee sets the timetable

A bank decision takes weeks and requires its own pack. Assembling that pack after the LOI is signed stretches the deal by a quarter.

A sale keeps the bank's client

Closing a business takes the operating client away from the bank; a sale keeps them with the new owner and adds a credit application. The bank therefore has an interest in the transaction.

We prepare materials in the form the credit committee will read them: a source behind every figure and a debt capacity calculation.

Jurisdictions

The answer follows the objective: different objectives are solved in different countries.

Preserve capital

Stability, banking infrastructure, attitude to source of funds.

Run settlements

International operations, account opening, work with counterparties and suppliers.

Live and educate children

Residency, schools, healthcare, the realistic time to status.

The output is a comparison of three or four jurisdictions on tax, timing, requirements and actual cost, rather than a list of countries with adjectives.

These materials are informational. A position on a specific transaction is prepared with a specialist adviser and supported by documents.