How we can help

At Pitcher Partners, our clients are confident we will bring all of our commercial experience and knowledge, together with sound strategic advice to maximise their business potential and ensure positive outcomes from their transactions.

Pitcher Partners recognises the importance of clients receiving independent, expert advice – which is why we have dedicated a team of transaction specialists to service the needs of our clients.
Corporate transactions can be broken down into five key areas:

• Business acquisitions
• Sale of business
• IPOs and capital markets
• Capital structuring
• Valuations

Business acquisitions

Our clients know we will help them stay ahead of the competition and take full advantage of growth opportunities to expand their business and increase their wealth.
They rely on us to ensure their acquisitions are strategic and successful, bringing immediate synergy benefits both through increased revenue or reach and reduced costs, reflecting that a business has been bought at the right price.

By partnering with us throughout the acquisition process, our clients are confident they will:

• Identify the right acquisition target that brings real business benefits and enhances shareholder value
• Acquire the target at the right price, having taken into account the inherent value of the business, other potential bidders, any potential synergy benefits and the capacity to fund the acquisition
• Consider both commercial and financial risks and if, through our due diligence process, it is determined they should walk away from a bad deal, our clients know we will give them that advice without fear or favour
• Implement tax structuring and strategies that recognise the current needs of our clients and their longer term exit strategy, including both local and international considerations
• Know the contract terms, including the ultimate purchase price, are in line with their offer and that there are no surprises in the final contract
• Ensure they have the requisite working capital finance to fund future growth and that we will help negotiate new or reshaped finance facilities if needed
• Understand, and be fully aware of, the impact of a transaction on their financial statements, including the impact of relevant accounting standards, purchase price allocation, future earnings, balance sheet gearing, earnings per share and particularly the impact on banking covenants and equity holders.

Sale of business

When our clients make the decision to sell all or part of their business, they know we have the necessary expertise and technical know-how to plan and execute their strategy so that they exit free of complications and have maximised their after-tax return.

In advance of launching into a sale, we assist clients in their initial preparation, critical in maximising their returns. So, from the very start of the sale process they are confident:

• Their house is in order by ensuring:
  ­ - Contracts are in place with customers and suppliers
  ­ - Financial information is reliable and accurate
  ­ - The business is adequately and appropriately resourced
  ­ - There are appropriate IT systems
  ­ - Systems and process are in place
  - IP is identified and where appropriate adequately protected
• They have identified the business and transaction risks and established a plan for mitigation
• They understand the likely buyers and their willingness and capacity to complete a deal, and
• A sale structure has been developed which maximises the ultimate return to shareholders

Our clients depend on us to execute on the sale process and to provide them with the full range of merger & acquisition advice and assistance services, so that they achieve the best possible outcome. By partnering with us, clients know they will:

• Find a buyer for the business
• Have an Information Memorandum prepared that shows the business in the best possible light, including normalised financial information
• Negotiate the price and terms of the deal
• Run a data room allowing bidders to conduct due diligence on the business
• Ensure the contract terms, including the ultimate sale price, adequately reflect the agreed terms and they are not unnecessarily exposed to unreasonable warranties, and
• Adequate protection post completion is provided through mechanisms for completion adjustments, earn outs, restraints of trade and other terms.

IPOs and capital markets

Clients seeking to list on the stock exchange or grow through acquiring or merging with listed companies know they can rely on us to provide timely, technically correct, commercially sound and pragmatic advice.

Prior to launching an initial public offering (IPO), clients need to know their business is suitable for public markets. By working with us, clients are confident their business is ready for the scrutiny and attention a listed company attracts. They know we have our finger on the pulse and we will advise them on the current state of the capital markets.

Our clients rely on our skills and expertise which we bring to the float process covering:

• Preliminary structuring and preparation, including setting in place the appropriate corporate structure, management structure and Board structure
• Ability to deal with corporate regulators and a detailed knowledge of ASIC regulations, Corporations Act and ASX Listing Rules
• Assistance with preparation of prospectus and other public offer documentation
• Provision of an Investigating Accountant’s Report which provides stakeholders with comfort that the financial information disclosed in the offer document (Prospectus) has undergone appropriate scrutiny and is sufficient to enable them to make an informed decision, and
• Participation in the due diligence committee to ensure potential key risks are appropriately dealt with.

We also have extensive expertise in providing independent experts reports (see below).

Capital structuring

Ensuring the capital structure of our clients’ business is efficient is critical to maximising the returns they generate for shareholders.

Our clients work with us to analyse existing debt and equity structuring and develop a path to an optimal debt/equity position. Through our strong relationships with banks and other financiers, we introduce them to debt providers who can provide suitable funding for their business. We assist in structuring debt funding arrangements to ensure that loan covenants are achievable and the cost of debt is minimised.

When restructuring their equity holdings, including putting in place appropriate shareholder arrangements which look to the long term holding or possible exit, they depend on our dedicated expertise.
In addition, we introduce them to private equity funds, venture capital funds and other investors who may be able to provide equity funding to help take their business to the next level.

Valuations

At the core of every transaction is the value it brings an organisation. In determining this value, decision-makers rely on information that is independent, fully-researched and justifiable or defendable.

A valuation is only as good as the experts that prepare it – at Pitcher Partners, our clients appreciate and respect the research capability, transaction knowledge, extensive industry experience and sound business acumen of our dedicated specialist valuations team.

We understand our clients are organisations looking to maximise business outcomes from transactions, whether they are:

• Acquiring a business or other form of asset
• Divesting non-core businesses and assets
• Raising funds from public or private markets, or
• Restructuring

That’s why our clients know they can depend on a Pitcher Partners’ valuation which will support their actions with appropriate valuation principles and robust methodologies that take full account of the financial and business opportunities, as well as the associated risks and impairment-related issues.

In addition to providing valuation reports in the context of acquiring or divesting assets or businesses, we can assist you by:

• Preparing a purchase price allocation report for the purposes of booking intangible assets in your financial statements. In doing so, we utilise our commercial experience to identify and value the material intangible assets
• Providing a valuation report in the context of an employee share scheme or option plan
• Supporting tax structuring and tax return preparation with a valuation which meets the specific legislative requirements and which will satisfy a critique by the tax office, and
• Preparing an independent expert report which assesses whether a transaction is fair and reasonable for the purposes of:
  ­- Takeovers
  ­- Schemes of arrangement
  ­- Compulsory acquisitions
  ­- Acquisitions or disposals of a substantial asset

Beyond the corporate sector, our clients also rely on our expertise for litigation, forensic accounting and valuations purposes including:

• Dispute Resolution (matrimonial, shareholder, economic and opportunity losses, etc)
• Fraud
• Compulsory Acquisition of land and leasehold interests by governments
• Compliance (tax, regulatory, accounting standards, etc)
• Employee share schemes