Mergers & Acquisition and Deal advisory is one of the core competences of KPSA. With an extensive exposure in M&A and Deal support services and with deep sector knowledge as well as global mindset, Team KPSA assists clients in achieving their desired goals from the deals. Experts @ KPSA possess an in-depth experience in assisting multinational clients on various transactions such as - 1) Private Equity deal a) In the world of IPO/PE, every great investment begins with strong groundwork. Going for an IPO or PE funding requires sound business reporting adherence to strict tax & regulatory compliances and the involvement of numerous trusted advisors to successfully survive the process. In the end, your corporate culture and way of doing business may bear little resemblance to where they started. Professionals @ KPSA possess an extensive experience in providing an end-to-end assistance to various business groups/entrepreneurs. Our aim is to assist client from the initial stage i.e. strategic planning for an IPO/PE till its execution and value unlocking, in timely and effective manner. b) At KPSA we assist organization in implementing best corporate governance and financial practices which ultimately prepares an organization to achieving the valuation that it deserves before going for an IPO/PE pitch. The said processes include: i. Undertaking an in-depth analysis of the entity’s financial performance ii. Identify key value drivers and advise on group restructuring exercise to satisfy your needs such as optimum promoter holding, value optimization and be tax efficient iii. Implement best practices and business processes iv. Assisting in preparing for the value unlocking propositions - IPO/PE v. Recommend alternatives for financing 2) IBC (Insolvency and Bankruptcy Code) advisory including buy side support 3) Distress assets acquisitions 4) Raising or restructuring capital 5) Scope deals: a) KPSA provides an end to end support on strategizing the deals i.e. from planning till the implementation. Professionals @ KPSA works closely with clients to provide key inputs in terms of various commercials aspects covered under the deal as also to identify tax and regulatory issues in the transaction and provides an approach that meets the desired Management objectives. 6) Divestments 7) Buying or selling business/brands 8) Domestic and cross-border transactions including Restructuring and reorganization 9) Joint Venture transactions 10) Delisting scenarios 11) Technical collaboration 12) Leveraged Buyout 13) Takeover Defense
Key M&A credentials of Team KPSA during 2018 and 2019 includes following transactions – 1) A real estate Joint Venture Deal (INR 500+ Cr.) of our client with Mumbai based listed company where Team KPSA advised our client on - a) Deal Advisory, b) Structuring Advisory c) Regulatory Advisory and d) Vetting of agreements from tax and regulatory perspective as also providing key commercial inputs 2) Providing assistance and advising our Listed company client on overall deal support while evaluating a target under IBC under Two (2) different deals (INR 350+ Cr. and INR 100+ Cr.) where our scope covered a) Financial and Tax Due-Diligence, b) Assistance in valuation having considered various aspects like liquidation, post Hair cut scenario and business plan, business plan duly considering the synergy aspects etc., c) Tax and Regulatory efficient Deal Structuring (this was prior to relevant amendments under Income-tax Act, SEBI, IBC etc.) d) Drafting and finalisation of the Resolution Plan with relevant discussions with the Resolution Professional, Client etc. e) Assistance in discussion and negotiation of the Resolution Plan before the Committee of Creditors 3) Providing support to our client in Information Technology industry where it was a Sale cum Strategic tie-up Deal (INR 1000 Cr.) support where our role was limited to – a) Limited Due-diligence services b) Providing support in Due-diligence services carried out in relation to our client c) Providing tax and regulatory advisory services in relation to the terms of the deal d) Providing tax and regulatory advisory services in relation to implementation of terms of the deal with respect to amendments made vide Taxation Laws (Amendment) Act, 2019 as well as Finance At, 2020.
M&A Practice Area and the gamut of our M&A services includes: 1) Structuring Advisory with due emphasis to Commercial, Tax and Regulatory aspects a) Ideation: KPSA works closely with clients to help identify tax and regulatory issues in the transaction and provides an approach that meets the desired commercial objectives from re-structuring an existing business or structuring a new business/transaction. We provide tax and regulatory efficient approaches for internal restructuring, promoter holding restructuring, corporate restructuring exercises, which can be in the form of merger, demerger, sale of business/assets/shares, capital reduction, buyback, right issue, family arrangement, succession planning, etc. Our structuring advisory broadly includes the following: i) Conceptualizing your approach ii) Undertaking an in-depth analysis considering various economical, political and other relevant factors iii) Devising an optimum tax and regulatory efficient structures which meets all necessary tax and regulatory requirements b) Implementation: Once the structure is finalized, out team helps in implementation of the transaction strategy, in timely and effective manner. With regards to the same, we provide following implementation assistance: i) Assistance in drafting Schemes, resolutions etc. ii) Assistance in incorporating entities and/or obtaining regulatory approvals iii) Making representations before the relevant Government Authorities viz. NCLT, RBI, RoC etc. 2) IBC buy side support including DD, Valuations, Structuring and drafting of Resolution Plan 3) Front-ending the deal 4) Valuation - At certain time, regulatory compliance requires organization to assess the fair value of recorded goodwill and identifiable intangible assets. Almost every organization is faced with the need to know the value of its business and intellectual property(ies). At KPSA we offer an integrated approach to help you measure, analyse and report on a broad range of valuation issues. We select the most appropriate, internationally acceptable valuation technique to arrive at a fair business value prior to accepting or making an offer. Professionals @ KPSA has an extensive experience and deep sector knowledge in applying relevant valuation methodologies which offers value-added advice to client. Our range of valuation services includes following: a) Fair Valuations b) Valuation of Brands, Intangible Assets and Intellectual Property c) Impairment testing d) Valuation of portfolio: equity or debt investments e) Valuations for regulatory purposes f) Acquisition or disposal valuations g) Investment decision analysis 5) Shareholders’ Agreement 6) Due Diligence 7) Legal Compliance 8) Buyer-side & Seller-side Support 9) Regulatory filings and approvals 10) Securities compliance and reporting 11) Documentation
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