Transaction services

We are well-known in the marketplace for our knowledge and experience in all types of financial transactions:

We help companies make acquisitions, divestitures and strategic alliances, and to access the global capital markets. In each case we have the same overriding objective: to help clients maximise the return on their deal.

Our clients include the world's leading companies and private equity houses.

We act as deal managers helping clients get deals done faster, with less disruption and at a more attractive price. Using cross-functional teams, we bring together all the relevant expertise from across the firm, including tapping into the firm’s vast industry sector knowledge.

The PwC Channel Islands firm have experts who specialise in Transaction Services. They focus on the deal continuum from strategy through execution to post deal integration, including financial and operational due diligence, accessing the capital markets and negotiating and structuring deals. In the past 12 months we have been involved in listings on Amsterdam, London, Dublin, AIM and the Channel Island Stock Exchange, working alongside some of the largest investment banks and prominent law firms, looking out for mutual clients.

Our services include:

The Channel Islands team will typically work with a combination of resources from other firms in the PwC Global network.

Financial due diligence (buy side)

Any organisation considering a deal needs to check all the assumptions it is making about that deal. Financial due diligence provides peace of mind to both corporate and financial buyers, by analysing and validating all 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'.

The components of the service are revenue and market due diligence, synergy validation, maintainable earnings, future cash flows and all operational issues, as well as deal structuring. 

Potential issues

You want to strengthen your company’s core business by acquiring rival products that are almost identical in function/performance to your own

  • You need to build on your company’s existing activities by purchasing complementary products
  • You want to purchase a company to gain access to its existing products in new markets, or to increase your customer base
  • You need to expand your company’s current portfolio of products and services through the acquisition of new ones - potentially to provide a hedge against the movements in the markets in which the company operates
  • You want to spread your company’s market risk by purchasing a company providing similar products or services in another country

How we can support you

  • By enhancing the purchaser’s understanding of the target business and therefore increasing the likelihood of the deal achieving its objectives
  • By helping you to identify and understand critical success factors and therefore improve your understanding of all the relevant issues so that informed decisions can be made
  • By highlighting strengths that can be built upon or weaknesses that can be resolved

More about PwC's financial due diligence services

  • Commercial due diligence involves a comprehensive review of the company’s business plan in the context of market conditions and the industry/competition
  • Strategic reviews help companies formulate their corporate strategy and diagnose poor performance, providing a basis on which to prepare plans for improvement and to evaluate new markets and potential acquisition targets. In the case of financial institutions, they also help assess the feasibility of business plans

Financial due diligence (sell side)

When a company is up for sale - or selling off one of its parts - it needs to show an in-depth report on its financial health to potential buyers. This is called vendor due diligence. PwC provides comfort to both buyers (acquirors) and sellers (vendors) with an independent view of the business, encompassing its performance and prospects.

Vendor due diligence aims to address the concerns and issues that may be relevant to even the most demanding purchaser. For vendors undertaking a disposal or selling off a part of their own business, vendor assistance provides bespoke solutions to assist you in successfully completing your divestments.

Our vendor assistance specialists work alongside company management and their lead advisers throughout the process, ensuring that opportunities and issues are understood and the correct steps are taken.

Potential issues

  • Your company’s strategy involves disposing of part of the business, whether through a carve-out of business units, or by the sale of existing entities
  • Your company is in the process of restructuring/re-focusing its activities
  • You want to reposition your portfolio focus on core businesses, or return value to shareholders
  • You have started to feel pressure from financiers as a result of deteriorating financial ratios

How we can support you

  • Provide vendors with greater control over the sale process and the timing of sale, which can help secure a higher price for the business
  • Provide purchasers with greater certainty over the nature of the business and the characteristics of its cash flow. This helps pricing decisions and the level of gearing the structure will support
  • Reduce disruption to the business as the sale process is more controlled
  • Help add credibility to the facts, figures and information provided in the sales memorandum
  • Remove the necessity for a buyer to have substantial access to do their own due diligence work as they will be able to rely on the vendor due diligence report
  • Vendor assistance specialists can ensure that the vendor retains pace and initiative throughout the sale process
  • Early identification of value critical issues, providing the option to "regroup and fix" outside the glare of publicity
  • Rapid execution of the divestment from the point of announcement. This reduces the business disruption and accelerates transfer to new owners
  • Reduces uncertainty risk for finance buyers, potentially justifying higher offers

Vendor assistance is potentially more suitable in situations where the likely purchasers are trade buyers and can be less time consuming than 'full scope' vendor due diligence. The key difference between vendor due diligence and vendor assistance is that the latter is provided for the benefit of the vendor only.

More about PwC's financial due diligence services

  • Vendor due diligence is an in-depth report on the financial health of a company that is being sold. It provides vendors with greater control over the sale process and the timing of sale, which can, in turn, help secure a higher price for the business
  • Vendor assistance provides bespoke solutions to assist vendors in successfully completing divestments. Vendor assistance is provided for the benefit of the vendor only

Structuring

Our dedicated tax experts advise on designing the optimal deal structure and how to effect transactions. The team provides solutions to support a broad range of transactions, including acquisitions, divestments, IPOs, group reorganisations and financial restructurings.

The team starts by looking closely at the specific transaction objectives to be achieved. These are balanced with the relevant accounting, tax, regulatory and commercial considerations to provide you with the optimal deal structure.

Potential issues

You may be contemplating a particular transaction, such as:

  • IPO (pre-IPO capital reorganisation, distributable reserves planning, method for achieving exit for current shareholders)
  • Return of value/surplus cash
  • A demerger
  • Refinancing/securitisation
  • Group reorganisation
Or you may be concerned to address specific issues, such as:
  • Distributable reserves shortfall (eg due to impairment, pension deficit, consequence of accounting under IFRS)
  • Improving the efficiency of your legal entity group structure

How we can support you

  • We provide rapid diagnosis of the transaction objective and principal issues that will ultimately determine the appropriate structure/route to be followed
  • We will present you with a number of alternative feasible routes for achieving your objective, taking into account accounting, tax, legal and shareholder considerations
  • This initial feasibility review will be followed by detailed analysis to confirm the preferred solution, and we will provide ongoing support through the implementation stage

Post-deal 

Corporate and private equity buyers/sellers need to understand quickly and effectively the main business drivers of an investment, as well as the actions required to deliver transaction value most efficiently.

PwC’s post-deal services and operational solutions team ensures that transactions are handled with speed, focus and attention to detail. As a result, opportunities and problems are clearly highlighted and steps can be taken to address these quickly and efficiently so that you can concentrate on your core business.

Potential issues

  • Your deals often fail to deliver the potential value forecast when originally put together
  • You want to take control of the business you have just bought, and want to know what to do immediately
  • You want to turn the business plan used to justify the deal into reality
  • You do not have the time, experience or resource to manage the integration of the business you have just acquired
  • You want to carve out one of your businesses in order to sell it for the best price
  • You need to get your portfolio investments “back on track” before you can sell them

How we can support you

  • We help our clients to understand the key business drivers affecting a deal (both before and after the transaction) so that they can make clear and informed decisions
  • The full transaction value delivered in the most efficient manner
  • We provide experienced and dedicated resource during times of significant change during a deal. Our experts are on-site as part of the team
  • We have tools and techniques which have been proven in other transactions. We can then use these techniques early on in the process to save time and money

PwC's post deal services include

  • Pre-deal operational due diligence provides acquirers/vendors with a coherent overview of the business operations eg supply chain, manufacturing and/or commercial activities
  • Taking control by quickly assessing immediate concerns of an acquirer and providing an integrated plan in order to address them over the first 100 days, thereby promoting momentum and minimising the disruption to the business
  • Accelerating change through developing, implementing and programme managing detailed action plans to deliver value from the deal
  • Post deal/portfolio reviews generally undertaken after 6-12 months in order to establish whether the initial objectives of the deal have been met and, if necessary, to identify how to get it “back on track”
  • Carve-out planning which provides vendors/acquirers with specific expertise in addressing the whole spectrum of operational carve-out issues eg service level agreements, transition service agreements and business critical risk identification.

Bid support & defence 

We provide bid support services that help companies to make and defend hostile bids.

If you are a bidder, we prepare hostile reviews on your own business and analysis of the vulnerability of the target.

For defenders, we work from the moment a hostile bid is announced to help defend or achieve the best price for your company. Because of our experience in defence situations we can help company management position themselves favourably to the markets during the bid.

Potential issues

  • You are looking to acquire a target in the coming months
  • You think that your company may be vulnerable – because of underperforming share indices, market criticism or the possibility that the company may be broken up
  • Your company is announcing a restructuring, a change of strategy or an ambitious acquisition
  • Your company has problems with management succession

How we can support you

  • Your organisation benefits from our early involvement, our familiarity with the process and priorities, and our understanding of how to work with the wider defence or attack team
  • We assist in developing the arguments on value, supporting your proposition and helping to strengthen your position - both in the market and with shareholders – and so to increase the chances of a successful result