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London, England, United Kingdom M&A, Private Equity
Senior
16 years experience
  • M&a Deal Structuring
  • Financial Modeling
  • M&A
  • Corporate Finance
  • +4
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Atlanta, GA, USA Strategy, M&A
Associate
4 years experience
  • M&a Deal Structuring
  • Financial Modeling
  • M&A
  • Financial Analysis
  • +4
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Bellmore, NY, USA Strategy, M&A
Senior
15 years experience
  • M&a Deal Structuring
  • Financial Modeling
  • Business Strategy
  • M&A
  • +8
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Bavaria, Germany Strategy
Associate
3 years experience
  • M&a Deal Structuring
  • Business Strategy
  • Business Development
  • Project Management
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Lausanne, Vaud, Switzerland Strategy, M&A
Manager
10 years experience
  • M&a Deal Structuring
  • Business Strategy
  • M&A
  • Due Diligence
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Denver, CO, USA Strategy, M&A
Associate
8 years experience
  • M&a Deal Structuring
  • Financial Modeling
  • Business Strategy
  • M&A
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Frankfurt, Germany Strategy, M&A
Manager
9 years experience
  • M&a Deal Structuring
  • Financial Modeling
  • Business Strategy
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Frankfurt, Germany Strategy, M&A
Manager
9 years experience
  • M&a Deal Structuring
  • Financial Modeling
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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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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.

We are a community-based M&A staffing platform.

With our platform, you can fill full-time M&A roles, or staff your team with a M&A Deal Structuring expert when you need an extra hand.

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Everything you need to know about M&A Deal Structuring

Introduction

Deal structuring is a way company A can acquire company B with low risk involved. This article discussed the importance of deal structuring and the pitfalls to avoid while trying to make a deal.

Moreso, this article explains how to avoid acquiring a company that will not survive or will later crumble.

What is deal structuring?

Deal structuring is a legal agreement between a buyer and seller in a business deal. The term deal structuring includes what the buyer and the seller must know about the contract terms. 

In other words, this refers to the rights and duties of the two parties (buyer and seller).

The term deal structuring is beyond just buying and selling; it is a method by which a company can acquire another company with low risk.

Deal structuring comes into play anytime an establishment is about to go into business with another, and deal structuring establishes a legal ground upon which the two companies can tread.

Provisions found in a deal structuring vary from one contract to the other, based on what the seller wants to sell and the parties’ intention.

A deal structure also touches on the aspect where the buyer can take absolute control of the asset after all the necessary terms have been fulfilled.

What does a deal structuring consultant do?

Deal structuring consultants help in accomplishing a successful deal by doing the following:

  1. Creating an Acquisition Strategy 

This is one of the foremost roles of deal structuring consultants. If this stage is skipped or done haphazardly, several things can go wrong in the future. 

Therefore, most deal structuring consultants are always more careful during the acquisition strategy phase. 

Buyers start by checking what they will gain from their acquisition. That is, whether or not the company they want to acquire is actually worth the value. 

On this note, it is important to sit back and draw a scalable acquisition strategy that will work without any financial downsides later in the future. 

  1. Building a Long List of Targets 

To build a long list of targets, you need to have an acquisition strategy and motivation for your establishment.

What follows this is deal sourcing and origination.

  1. Refining Target Criteria and Evaluating Potential Target Companies 

This is the sorting process where you arrange the target company in order of profit to gain at the end of the day.

The company with prospective low profit will be on the bottom while the target company with good or high profit will be on top.

  1. Making Initial Contact with Targets 

The next step now is to turn to corporate development teams to work on the list by approaching companies directly.

You can approach the CEO about your deal or top official in the company.

  1. Evaluating target

When the buyer and the seller connect, the critical aspect is to listen so that the buyer can capture the potential sell-side as possible.

After the meeting, a thorough review of the current financial statement is necessary.

This is important so that you will not already acquire a company in debt.

  1. Negotiating Purchase Price/Offer 

In the negotiation aspect, the buyer will send a well-structured letter of intent(LOI) to make the initial offer.

This is a non-binding document that is common to all deals. Then the seller will say if the initial offer is okay by them or not.

  1. Conducting due diligence

After the sell-side accepts the buy offer, a thorough scrutinisation of the target begins. 

That includes examination of:

  • assets
  • operations
  • legal matters
  • others.

The deep dive into the target is known as due diligence.

What is the importance of deal structuring?

Deal structuring enables a business buyer to sha the following deal to their advantage, resulting in a massive transfer of value from the sellers to the buyer at closing. 

The key to the right deal is buying at the right price with the proper structure.

If the deal structuring is implemented correctly, deal structuring allocates risk from the buyer to the seller through the following:

  • Performance-based earn-outs instead of cash at closing.
  • Long-term seller notes instead of cash at closing.
  • Purchase price and indemnification escrows.
  • Requiring working capital & money to be part of the deal.
  • Requiring rollover seller equity in newco.

What are the pitfalls to avoid in deal structuring?

1. Chasing the deal without keeping an eye on the bottom line

If the asset and profit the buyer wants to acquire are not worth the deal, do not bother to continue with the agreement.

2. Ignoring regulatory issues

The buyer should learn about the regulatory structure and compliance environment in the industry and consider hiring an experienced attorney who is well familiar with deal structuring.

3. Failure to conduct due diligence

The due diligence involves tracking enough information about the target company so that the buying party can decide on a merger with open eyes. The process includes looking for risks in the target company’s contracts.

 Failure to do so will almost certainly backfire to haunt the company.

4. Buying a company licensing technology instead of the rights to the technology

Often, a company buys another and later realises that the acquired company doesn’t own its technology.

 If the buyer doesn’t conduct due diligence, the company may not realise until it is too late.

Conclusion

We now understand what deal structuring means and how to strike a deal that will not expose the buyer to too many risks. The article also covers the pitfalls to avoid while creating deal structuring.

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Valentín Rivas Vera
Strategy Director at Lyntia​