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Deals and Transaction Services

We help organisations execute successful deals and create value through mergers, acquisitions, disposals, funds raising and restructuring. We work with you to develop the right strategy before the deal, identify issues and points of negotiation and implement change to deliver synergies and improvements after the deal.
No matter what business stage you are at, our focus on value is what will help you succeed throughout the deal lifecycle.
What kind of support are you looking for?

Corporate Finance

Mergers and Acquisitions

When organic growth does not satisfy the needs of your stakeholders, or you would like to dispose of non-core assets, PwC's corporate finance team can help. Our corporate finance experts can help you access new markets, assets, technologies, personnel, intellectual property and sources of finance. We can also help you to restructure the asset base of your business by disposing of underperforming assets or non-core parts of the business.

We provide a full range of M&A and financial advisory services across all industry sectors, from acquisitions through to raising finance. For every deal we are able to draw on the full range of PwC services - including due diligence, tax and legal advice.

Debt & Capital Advisory

We advise clients on all aspects of their debt and capital needs, helping borrowers and shareholders alike to achieve their financing objectives. We advise across the cycle – be it raising finance to support a growth strategy, refinancing existing debt facilities, realising value for shareholders through a recapitalisation or advising and raising capital in situations involving financial stress.


Transaction advisory

Due diligence

Due diligence involves close scrutiny of a company’s current condition, identifying the opportunities and risks involved in a planned transaction. Proper due diligence enables a potential investor not only to objectively evaluate a company’s condition, but also to plan out the right investment timeline. It could be further used as a powerful tool in negotiations.

We offer:

  • Buy-side due diligence –  Financial due diligence provides peace of mind to both corporate and financial buyers, by analysing and validating the financial, commercial, operational and strategic assumptions being made. It uses past trading experience to form a view of the future and confirms that there are no 'black holes’. It further reflects our extensive knowledge and in-depth understanding of industry and business factors that can impact the companies’ performance.
  • Vendor assistance and vendor due diligence –typically consists of a comprehensive analysis and validation of a business to be sold, executed by the vendor at the early phase of a sale process. It provides a detailed understanding of the business’s historical performance and track record, generally combined with an independent view on the sustainability of the business’s future plans and projections. It helps to get the business prepared for a transaction and assists in optimizing the M&A process.
  • Commercial due diligence – helps strategic investors and private equity funds to gain an in-depth understanding of the company’s current and forecast financial results and ensures upside potential and risks are identified.

SPA negotiation support

In any transaction, the Sale and Purchase Agreement (SPA) represents the outcome of key commercial and pricing negotiations. Purchasers and Sellers are becoming increasingly sophisticated in seeking to exploit the potential value to be gained through the negotiation and execution of the SPA.

Our team provides expert support at all stages of a transaction from pre-deal work through to post-completion support. Pre-deal, the team assists in the identification and articulation of value issues related to pricing and deal completion mechanics, to assist clients in their SPA negotiations; Post-deal the team assists clients in protecting or generating value through the execution of any SPA completion mechanism.

Closing accounts analysis

Most of the deals we work on use a Completion Accounts mechanism to adjust the purchase price at completion. Although the principles behind completion accounts may seem simple, they are often a source of conflict as parties differ in their interpretation of the SPA or have opposing views about accounting treatment, which affects value.

We help clients to anticipate and address issues arising from Completion Accounts and achieve a favorable outcome.

Valuations

Overview

When you work with us you will understand what your business, shares or assets are worth in the context of your transactions, strategic decision making, financial reporting, dispute, tax planning or group restructure.

To get an understanding of the value of an asset or business and what is really driving that value, you need experienced and dedicated valuation specialists and industry experts. By approaching problems from both commercial and industry aspects, you’ll get independent valuation advice that provides new insights alongside fulfilling an important corporate governance role.

Services

We help our clients with:

  • Feasibility study preparation and reviews
  • Business & equity valuations
  • Property, plant & equipment values and impairment tests
  • Business planning including value driver identification & forecast analysis
  • Financial modelling and model reviews
  • Option valuation & financial instruments
  • Purchase price allocation

Business Recovery Services

Overview

Our business recovery services (BRS) practice provides advisory services to lenders, creditors, companies and individuals in troubled financial situations. We work with colleagues across the entire breadth and depth of the firm, from tax and assurance to consulting (HR, IT and Operations), ensuring we can provide you with the specialist situational knowledge you need to make the right decisions. 

Independent Business Review

Where businesses are underperforming, in distress, or in crisis, we provide tailored business review services either for financial stakeholders or for the business itself. Our analysis evaluates the fundamental viability of the company and serves as a platform for finding solutions among stakeholders (lenders, management, shareholders, etc.).

Key activities:

  • Reviewing the historical and forecasted performance of the business
  • Reviewing the current financial position and short-term liquidity forecast
  • Helping the company identify and quantify reasons for its underperformance
  • Providing lenders with a transparent view of the company’s situation
  • Setting out potential options available to stakeholders
  • Determining prerequisites for the long-term viability of the business under prevailing market conditions 

Working Capital optimisation

In times of liquidity crisis, we are ready to assist management to propose, manage and implement the so-called “quick wins” in releasing funds tied in working capital. We have extensive experience in optimising and managing working capital across multiple industries.

Key activities:

  • Release of tied resources from individual components of working capital – “cash conversion cycle”
  • Preparation of a comparative analysis of the company’s working capital parameters vis-à-vis a group of similar companies and identification of opportunities for improvement ("benchmarking")
  • Performing a diagnostic review to identify “quick wins” and longer-term working capital improvement opportunities
  • Implementation of long-term measures to improve liquidity

Financial restructuring

Assuming that the company knows the causes of its decline in performance or the crisis, it can react by preparing and subsequently adopting the necessary measures. If the situation allows for an out-of-court solution in the form of financial restructuring, we assist companies in designing and implementing a restructuring plan.

We help the company reach alternative refinancing options for dealing with its existing debt, and we also design and implement restructuring of the balance sheet, optimise the capital structure, and obtain new financing options.

Managed exits

If you become aware that your subsidiary business, autonomous business unit facility, branch or brand is underperforming, we are able to help you recover optimal value. We work with you to identify the issues and evaluate the options available and assist in implementing the chosen approach (e.g. sell, fix and sell, or wind-down). We can also help you identify and manage the risks inherent in the process. The planned outcome will be an increase in shareholder value by selling, restructuring, closing, or winding down the underperforming business or subsidiary.

We aim to avoid the ’fire-sale’ scenario. “Fix and sell” is a preferred exit route where we combine our turnaround and disposal expertise to maximise the value of the transaction. We may even consider expanding the business by merger or acquisition if this can add to the eventual resale value.

Controlled exit - we would gradually shut down operations over an agreed upon timeframe, while finishing existing orders, selling assets and maximising the collection of receivables. Sometimes, however, the best strategy may be to terminate the company’s activities as soon as possible.

Non-performing loans

Our services in the area of NPLs are primarily focused on the evaluation of loan portfolios and the sale of such portfolios or individual loans. We advise banks and other financial institutions on the disposal of non-performing loans. Our services include conducting financial due diligence, preparing information memoranda, asset valuations and disposal options. We identify potential investors, and facilitate sales negotiations and deal completion. For portfolio investors, we offer comprehensive advice on the buying process and detailed due-diligence of the portfolio.

Contact us

Albena Markova

Albena Markova

Partner, Advisory Services, PwC Bulgaria

Bojidar Neytchev

Bojidar Neytchev

Partner, Deals Leader, PwC Bulgaria

Vanya Assenova

Vanya Assenova

Director, Advisory Services, PwC Bulgaria

Tel: +359 2 9355 200

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