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Dubai - United Arab Emirates Strategy, M&A
Associate
2 years experience
  • M&a Deal Structuring
  • Financial Modeling
  • Business Strategy
  • M&A
  • +21
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Amsterdam, Netherlands Investment Management
Analyst
3 years experience
  • M&a Deal Structuring
  • Financial Modeling
  • Financial Analysis
  • Due Diligence
  • +2
Hire Griffin
Monaco/Greece Strategy, M&A
Manager
4 years experience
  • M&a Deal Structuring
  • Financial Modeling
  • Business Strategy
  • M&A
  • +5
Hire Panagiotis
Dubai - United Arab Emirates Strategy, Private Equity
Manager
10 years experience
  • M&a Deal Structuring
  • Financial Modeling
  • Business Strategy
  • Corporate Finance
  • +2
Hire Julian
Geneva, Switzerland Strategy, M&A
Manager
7 years experience
  • M&a Deal Structuring
  • Financial Modeling
  • Business Strategy
  • M&A
  • +11
Hire Alex E.
Tirana, Albania Venture Capital, Investment Management
Senior
10 years experience
  • M&a Deal Structuring
  • Financial Modeling
  • Business Development
  • Project Management
  • +3
Hire Arben
Amsterdam, Netherlands Strategy, Investment Management
Manager
10 years experience
  • M&a Deal Structuring
  • Financial Modeling
  • Corporate Finance
  • Financial Analysis
  • +2
Hire Mevlüt
Dallas, TX, USA Strategy, M&A
Senior
17 years experience
  • M&a Deal Structuring
  • Financial Modeling
  • Business Strategy
  • M&A
  • +6
Hire Brian

What do M&A Deal Structuring consultants do?

Our deal structuring consultants help firms legally structure and document M&A deals by allocating assets, liabilities, and contingent liabilities to individual equity holders.

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Fintalent is the invite-only community for top-tier independent M&A consultants and Strategy professionals. Our Fintalents serve clients in North America, LATAM, Europe, MENA, and APAC.

Hire global freelance M&A consultants and Strategy experts with extensive experience in over 2,900 industries. Our platform allows you to build your team of independent M&A advisors and Strategy specialists in 48 hours. Welcome to the future of Mergers & Acquisitions!

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Frequently asked questions

What clients usually engage your M&A Deal Structuring Consultants?

We work with clients from all over the world. Our clients range from enterprise and corporate clients to companies that are backed by Private Equity or Venture Capital funds. Furthermore, we work directly with Family Offices, Private Equity firms, and Asset Managers. Most of our enterprise clients have dedicated Corporate Development, M&A, and Strategy divisions which are utilizing our pool of M&A Deal Structuring talent to add on-demand and flexible resources, expertise, or staff to their in-house team.

How is Fintalent different?

Fintalent is not a staffing agency. We are a community of best-in-class M&A Deal Structuring professionals, highly specialized within their domains. We have streamlined the process of engaging the best M&A Deal Structuring talent and are able to provide clients with M&A Deal Structuring professionals within 48 hours of first engaging them. We believe that our platform provides more value for Corporates, Ventures, Private Equity and Venture Capital firms, and Family Offices.

Our Hiring Process – What do ‘Community-Approach’ and ‘Invite-to-Apply’ mean?

‘Invite-to-Apply’ is the process by which we shortlist candidates for the majority of projects on our platform. Often, due to the confidential nature of our clients’ projects, we do not release projects to our whole platform but using the matching technology and expertise of our internal team we select candidates who are the best fit for our clients’ needs. This approach also ensures engagement with our community of professionals on the Fintalent platform, and is a benefit both to our clients and independent professionals, as our freelancers have direct access to the roles best suited to their skills and are more likely to take an interest in a project if they have been sought out directly. In addition, if a member of our community is unavailable for a project but knows someone whose skill set perfectly fits the brief, they are able to invite them to apply for the role, utilizing the personal networks of each talent on our platform.

Which skills and expertise do your Fintalents have?

The Fintalents are hand-picked and vetted M&A Deal Structuring professionals, speak over 55 languages, and have professional experience in all geographical markets. Our M&A Deal Structuring consultants’ experience ranges from 3+ years as analysts at top investment banks and Strategy consultancies, to later career C-level executives. The average working experience is 6.9 years and 80% of all Fintalents range from 3-12 years into their careers.

Our M&A Deal Structuring consultants have experience in leading firms as well as interfacing with clients and wider corporate structures and management. What makes our M&A Deal Structuring talent pool stand out is the fact that they have technical backgrounds in over 2,900 industries.

How does the screening and onboarding of your M&A Deal Structuring talent work?

Fintalent.io is an invite-only platform and we believe in the power of referrals and a closed-loop community. Members of our community are able to invite a small number of professionals onto the platform. In addition, our team actively scouts for the best talent who have experience in investment banking or have worked at a global top management consultancy. All of our community-referred talent and scouted talent are subject to a rigorous screening process. As such, over the last 18 months totaling more than 750 hours of onboarding calls, of which only 40% have received an invite-link after the call.

What happens if I am not satisfied with my M&A Deal Structuring consultant’s work?

During your initial engagement with a member of our Fintalent talent pool with no risk. If you are not satisfied with the quality of your hire for any reason then we are able to find a replacement at short notice. There is no minimum commitment per project, but generally projects last at least 5 days and can last 12+ months.

Everything you need to know about M&A Deal Structuring

What is Deal Structuring?

Deal Structuring is an integral part of every deal negotiation. For example, a financing deal will require different negotiation points than a licensor-based or asset-based deal, where the focus is not just on getting to the money but also on preserving debt capacity for other deals. To make sure you clients get the best deal, Fintalent’s deal structuring consultants helps clients understand the applicable deal points and how to optimize them.

M&A Deal Terms: As mentioned above, there are different types of M&A deals depending on the transaction focus (e.g., financing vs. asset-based) and structure type (e.g., private equity vs. public company). Understanding these main categories is the first step in understanding deal terms.

Deal Structuring: Deal structuring is the process of legal structuring and documentation in the context of M&A. It involves allocating assets, liabilities, and contingent liabilities to the individual equity holders. Knowing how to do this will allow you to separate your purchase price into meaningful parts (i.e., debt and equity), which allows you to understand overall deal terms and calculate things like debt service coverage ratios and leverage ratios. For example, when an acquirer acquires a company with multiple assets that have different values, they must allocate these assets amongst their equity holders–both among domestic and international parties–in order to determine the fair purchase price.

For example, in the context of financing deals, the acquirer must allocate assets typically to the funds they are investing in and security holders. This allocation will affect how much debt equity is included in the overall deal structure by determining what percentage of assets is debt versus equity (if any).

In an asset-based deal, an acquirer decides how to treat existing debt and whether it will utilize a cash or stock deal structure. If a cash deal structure is used, an acquirer will typically pay down or refinance any existing debt to its current owner with funds from the purchase price. This is known as a “pay-down” transaction, where the acquirer pays off all of the target’s debt. A “refinance” transaction occurs when the acquirer finances the purchase with a new loan (or possibly an asset sale, which we will discuss later) after purchasing the target.

In other words, a refinance transaction allows for an acquirer to turn existing debt into acquisition financing or to extend its repayment schedule. This is especially useful in cases where an acquirer plans on selling or restructuring the target at a later point in time and does not want to be burdened by debt. If no deal structure is used, then existing debt will be refinanced by new loans from any available lenders or investors.

Deal Structuring: In most cases, acquisition financing will be extended through loans or bonds. However, if the acquirer is a private equity fund, they may provide all of the financing in the form of equity (1-4 year hold period). If an acquirer uses debt, they must determine how they will finance their acquisition. This article will cover different financing options and how to choose between them.

Cash Deals: In a cash deal, an acquirer purchases the target and pays off their existing debt with the funds raised from their investors. Sometimes this is done by paying down the debt, sometimes it is done by refinancing it with a new loan from any available lenders or investors. In a refinance transaction, there will typically be some level of carryover debt or rollover debt in the form of new financing.

Asset-Based Deals: In an asset-based deal, an acquirer purchases the target company’s assets and assumes its liabilities via purchase price. This is the perfect deal for someone who wants to own part of a business but does not want to get their hands dirty by investing in operating LP debt or equity (I will discuss those later). Asset-based deals are relatively simple and have minimal legal documentation. However, they can become very complex.

A good example of why an asset-based deal can get complex is because most of the time, the target’s assets are over-leveraged (i.e., there is more debt than equity). This means that a seller must pay off the debt overhang through a “debt to equity swap.” In other words, if a company has $4 million in cash and $6 million in debt, and the acquirer purchases 100% of its ownership for $6 million, then the acquirer will owe $4 million to the former owners and reduce their equity from 100% to 60%. As a result, the acquirer must generally borrow funds from its acquirers’ investors to pay down the debt. These “borrow funds” are known as “access capital,” which we will cover more in future articles.

The loan amount is usually equal to or greater than the purchase price. This means that the remaining equity in the company that used to be owned by the former owners is now owned by the new owner of 100%. However, this can present problems because most lenders do not allow equity-only debtors to make payments on their principal (i.e., principal on principal). This means that the acquirer cannot pay down this debt through equity alone, which results in over-leveraged assets.

Finally, there are several other factors that are usually considered when acquiring a company and determining overall deal structure.

Loan Structure: There are two primary types of loan structures used by private equity (PE) fund managers in deal structuring. These are known as a “pay down” and a “refinance.” Both of these types of loan structures will be discussed, but first we need to define each type and how they work.

Pay Down Loans: In a pay down loan, the target’s debt is paid down illegally. This means that the acquirers make payments to the lenders but do not send official bank documents to their lenders. Instead, they simply keep money from each payment to their investors; in this case it is called “access capital.” The “access capital” is then used to pay down the debt overhang. If a bank or lender finds out about this practice, it can cancel the entire transaction, approve a new one, or freeze access capital.

Refinance Loans: In a refinance loan, an existing loan from lenders against equity from target’s owners are refinanced by new loans from any available lenders or investors. This type of loan will be discussed in greater detail, as I believe it is one of the most common types of loans used in leveraged buyouts.

Pay Down and Refinance loans are both considered “asset based” loans and are used equally by private equity funds. Sometimes they are referred to as “leveraged loan deals,” but those terms can sometimes cause confusion. In my opinion, it is simpler to refer to all leveraged loan deals as “pay down” or “refinance.”

In a pay down or refinance, a lender will usually either exchange the old debt terms (i.e. interest rate and term) for the new debt terms (i.e. interest rate, term and payment schedule) or a combination of both. The new loans are paid off over time with monthly principal and interest payments that are larger than the old ones, which is what makes it illegal for lenders to make any money on their original loan. In other words, if a borrower has to make a $100 payment on his loan of $100 per month instead of $85 per month, that is considered “illegal” because the lender could make more money by lowering his interest rate instead of increasing it each month. This practice often causes lenders to call in loans they have made against equity.

Leverage Loans: Leveraged loans are loans made against the equity of a company or group of companies. In a leveraged loan, lenders do not receive any interest payments but instead earn commissions. These commissions, which can include a “spread” (i.e., price difference between what the lender pays to purchase the debt and what they receive in interest payments) can sometimes cause financial problems for an acquirer. This is because these same lenders became key investors in the acquirer and may feel an unfair amount of pressure to make money on their investment. This is why it is very important that a company’s debt is paid down before any overhanging equity is used to pay off the debt. In fact, this should be the primary goal of most acquirers, which means that the focus should always be to pay off the debt before paying down or refinancing equity.

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Hire the best M&A Deal Structuring specialists in 2,900+ industries

Fintalent is the invite-only community for top-tier M&A consultants and Strategy talent. Hire global M&A Deal Structuring consultants with extensive experience in over 2,900 industries. Our platform allows you to build your team of independent M&A Deal Structuring specialists in 48 hours. Welcome to the future of Mergers & Acquisitions!