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Transaction Structuring
The Transaction Structuring phase is where the foundation of a successful deal is built.
This involves designing the optimal deal framework, balancing risks, and ensuring alignment with strategic objectives to maximize value.
Define Transaction Objectives
Inputs
Seller’s goals: full exit, partial divestment, or capital raise
Insights from the Business Valuation phase
Actions
Clarify financial, operational, and strategic outcomes the seller wants to achieve.
Identify risks to mitigate and value drivers to highlight
Output
A clear set of objectives to guide transaction design
Evaluate Transaction Options
Actions
Explore different deal structures (e.g., equity sale, asset sale, earn-outs, or convertible instruments)
Assess tax implications, regulatory compliance, and stakeholder impact for each structure
Output
A shortlist of viable transaction options tailored to the seller’s needs
Model Transaction Scenarios
Actions
Build financial models for each transaction option, forecasting outcomes under various scenarios
Incorporate sensitivity analysis to evaluate potential risks and rewards
Output
Detailed transaction scenario models to aid in decision-making
Select Optimal Transaction Structure
Actions
Compare scenarios based on key factors such as valuation, risk allocation, and strategic fit
Finalize the transaction structure that maximizes value while minimizing risks
Output
A finalized deal framework aligned with the seller’s goals
Draft Key Terms & Agreements
Actions
Develop term sheets outlining key deal terms, including pricing, timelines, and contingencies
Work with legal advisors to ensure compliance with applicable laws and regulations
Output
Drafted term sheets and preliminary agreements ready for negotiation
Review & Feedback Loop
Actions
Review the proposed structure with stakeholders and address feedback
Refine terms or revisit earlier steps if necessary
Output
A final, stakeholder-approved transaction structure
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Transaction Structuring
Define Transaction Objectives
Seller’s goals: full exit
Seller’s goals: partial divestment
Seller’s goals: capital raise
Insights from the Business Valuation phase
Clarify financial, operational, and strategic outcomes the seller wants to achieve
Identify risks to mitigate and value drivers to highlight
A clear set of objectives to guide transaction design Transaction Structuring
Evaluate Transaction Options
Explore different deal structures
Assess tax implications, regulatory compliance, and stakeholder impact for each structure
A shortlist of viable transaction options tailored to the seller’s needs Transaction Structuring
Model Transaction Scenarios
Build financial models for each transaction option, forecasting outcomes under various scenarios
Incorporate sensitivity analysis to evaluate potential risks and rewards
Detailed transaction scenario models to aid in decision-making Transaction Structuring
Select Optimal Transaction Structure
Compare scenarios based on key factors such as valuation, risk allocation, and strategic fit
Finalize the transaction structure that maximizes value while minimizing risks
A finalized deal framework aligned with the seller’s goals Transaction Structuring
Draft Key Terms & Agreements
Develop term sheets outlining key deal terms, including pricing, timelines, and contingencies
Work with legal advisors to ensure compliance with applicable laws and regulations
Drafted term sheets and preliminary agreements ready for negotiation Transaction Structuring
Review & Feedback Loop
Review the proposed structure with stakeholders and address feedback
Refine terms or revisit earlier steps if necessary
A final, stakeholder-approved transaction structure