WHAT WE DO

SERVICES WE OFFER

transaction advisory services

mergers & AcquIsitions and privatization SERVICES

DCS provides expert comprehensive Mergers & Acquisitions (M&A) advisory services to both public sector and private sector clients within the industry sectors that we cover which include the infrastructure, energy & utilities, industrials, oil & gas and real estate sectors.  Related to M&A advisory services, we also provide governments with expert services related to the analysis, evaluation and execution of privatization opportunities, which fall within this advisory service category.  Many of our affiliate experts are former investment bankers, lawyers, advisors and consultants who have decades of M&A experience working at some of the world's top investment banks, law firms, "big four" and other M&A advisory firms.  Other affiliates have had executive roles within companies or governments that have undertaken M&A and privatization transactions.  Our broad and deep global M&A experience, knowledge, skills and "know how" in the sectors we cover provide our clients with unparalleled value and resourcefulness.

Our M&A and privatization advisory practice is integral to our sectoral coverage, such as infrastructure and energy & utilities.  There are many cases where our clients such as railway or telecommunications companies, utilities, port operators or other similar companies may seek to divest of certain infrastructure assets and businesses so as to allow them to better focus on their core service operations.  Under market unbundling regimes, our utilities clients may also be required to unbundle their generation, transmission, distribution, sales & supply and trading businesses.  Logistics companies may wish to divest of certain infrastructure, vehicle and real estate assets.  Infrastructure funds may wish to divest of or acquire certain operational infrastructure assets.  Each of these these situations exemplifies the critical requirement for our integrated M&A advisory services.

We serve our "sell-side" and "buy side" M&A and privatization transactions, under a number of different share of asset transaction structures:

• Private-to-Private M&A Transactions
• Public-to-Private M&A Transactions (Privatizations)
• Public-to-Public M&A Transactions (Governmental restructuring/reorganizations or cross-boarder "Government-to-Government" transactions)
• Private-to-Public M&A Transaction (Government re-acquisitions or market-based acquisitions or nationalizations)

In cases where we serve as the "Sell Side Advisor" on behalf of the owners of the target business or asset, we bring provide the full spectrum of expert M&A / privatization services to our clients, including:

• Preliminary discussions with potential buyers.  DCS experts maintain standing relationships with many potential interested investor parties.  Based on interactions with these investors, we can always share our initial views with our potential sell-side clients as to the our expected levels of interest and price levels that could be expected for the target business or asset.
  
• Financial Modeling.  Amongst the first activities that we will undertake when mandated as sell-side advisor is begin to develop a financial model (or update and amend a previous model, in the case we may have worked on the client's business or asset in the past).  The sell-side financial model will evolve through the course of the sell-side process.  It will become increasingly refined and may be adjusted ton incorporate certain comments from prospective buyers.  The financial model will be used for many purposes.  Amongst the primary purposes, the financial model will utilize discounted cash flow (DCF) methodologies to derive valuation, up-side and down-side sensitivities.  The sell-side case financial model will be shared with potential buyers via the data room and will be an essential tool for negotiations with prospective buyers.
• Assemble and Coordinate Seller Due Diligence.  An initial and ongoing process will be to assemble all internal and third-party due diligence (contracts and agreements, audits, reports, regulatory filings, trial balances, studies, analyses, databases, etc.)  This data will be necessary for assembly into the Confidential Information Memorandum (CIM), discussed below.  However, a great deal of this data will also be necessary for the financial modeling and valuation workstreams.  In some cases, where there may be due diligence items (such as third-party reports, studies and analyses) that are lacking or insufficient, the seller can decide whether to pursue these itself or whether to require potential buyers to undertake these due diligence items.  
  
• Corporate Structuring.  In many cases, it may be necessary for the seller to modify its corporate structure prior to selling a particular business or asset.  This may require the establishment of new companies or special purpose vehicles, transfer and or contribute certain assets from one entity to another prior to the sale.  In this case, it will be essential that the client receive comprehensive tax, legal and commercial advise as to the most appropriate structure that will meet legal and regulatory requirements and be most acceptable to prospective buyers.  Without the appropriate corporate structure the transaction may be delayed or otherwise may yield inefficient and suboptimal results. 
• Valuation.  Valuation will be an evolving process utilizing the financial model and due diligence.  "Sum-of-the-Parts" valuation may also be applied, if appropriate.  Valuation will also be derived from and compared against other similar precedent transactions and industry comparable multiple analyses.  Once the financial model is functionally completed, as further commercial, financial and legal due diligence is conducted, the assumptions and inputs into the financial model will evolve and we will also run numerous sensitivities.  Ultimately, we will present our targeted valuation to potential clients as a high-range valuation that we can reasonably and credibly defend (based on DCF and other appropriate valuation methodologies).
• Preparation of Teaser Presentations.  We will prepare a brief "Teaser" Presentation, which contains a very short description of the target business or assets, its markets, performance, investment rationale and unique sales proposition.  The Teaser Presentation is based on public, non-confidential information.  We will send the Teaser presentation to a list of "Potential Interested Parties" (PIP) for their initial consideration and feedback as to level of interest and also receive and evaluate their initial concerns and comments.
• Develop and maintain "Potential Interested Parties" (PIP Lists).  In conjunction with preparing a Teaser Presentation, we will develop and maintain a PIP list containing a record of each potential investors' receipt of the teaser, participation in road show presentations, signing of NDA, receipt of CIM access and activity in data room etc.  The PIP list can be used to monitor the evolution of PIP investors activity and levels of interest.
• Road Shows and Investor Pitches.  Road Shows and Investor Pitches, have traditionally been done in an in-person setting.  In the COVID-19 and post-COVID world environment many road shows and investor pitches are conducted virtually.  In-person road shows can be conducted either as group presentations or as individual presentations with selected PIP investors at an agreed location.  Typically road shows can be conducted on a regional or global basis.  In other situations it may be possible and desirable for all interested parties to travel to the target client's location.  Whether a group meeting or individual meeting format is pursued, it is generally possible for meetings to be arranged in major financial centers where all parties can agree to meet at specific venues.  Aside from considerations such as COVID travel restrictions, the decision as to whether to conduct virtual or in-person, group or individual, client site, regional or global investor road show meetings depends on many factors, including budget and timeframe, types of investors (and whether they are concerned about competitors know they are an interested party), size of transaction, level of competition and many other factors.  DCS advisors will assist the client in selecting the best road show / investor presentation approach based on the unique circumstances of the transaction. 
  
• Non-Binding Offers (NBOs).  We will request PIPs who are remain interested in signing an NDA and accessing the CIM and data room to first provide their NBO and accompanying certifications that buyer criteria is met.  In some cases there may be a rationale to shortlist or down-select PIPs at this level based on their qualifications.
  
• Non-Disclosure Agreements (NDAs).  It is essential for the target client, the interested buyer and the selected buyer, that all material non-public information provided to support buyer due diligence remain confidential.  NDAs will be signed by each PIP interested in receiving the Confidential Information Memorandum (CIM) and access to the virtual data room.
• Confidential Information Memoranda (CIM).  We will prepare the CIM, which provides potential buyers with a highly detailed presentation of the salient operational and sales performance, financing and capitalization, management discussions, strategic positioning and plans, market data and valuation of the business or assets.  Much of this information will generally constitute material non-public information.  Data in the CIM will be supported by information in the virtual data room.  The CIM and data room will be used by investors to conduct necessary due diligence.
• Virtual Data Room. On behalf of our sell-side clients, we will establish and maintain a secure and encrypted "virtual data room" as a repository for all confidential and non-confidential information that will be accessible and used by potential buyers in effort to complete due diligence and provide a binding offer.
• Management Meetings and Site Visits.  In most cases, the potential buyers will request one or more in-person or virtual management meeting(s) and site visits (COVID era travel restrictions has limited this possibility).  We will generally arrange these meetings and/or site visits individually, if feasible, with the respective interested parties.  These meetings are generally for the purpose of allowing the PIP to ask additional questions of the target's management on items that cannot be adequately answered in the CIM and data room (or by DCS as the advisor).
• Final Negotiations.  After each of the PIPs has completed their due diligence, the DCS/sell-side advisory team will negotiate all substantive final terms of the share or asset purchase and sale agreement.
• Binding Offers.  Based on the agreed material terms of the share or asset purchase and sale agreement, we will collect final binding bids from each of the final bidders and attempt to finalize the sale with the highest conforming bidder.
• Execution of Share/Asset Purchase and Sale Agreement.  The finalized share or asset purchase and sale agreement will be executed between our client and the highest bidders (or the next highest bidder if the highest bidder cannot conform to all required criteria).
• Closing.  We will coordinate the closing on the established closing date.  We will assist the client and the advisory team members in coordinating all necessary activities required as conditions precedent necessary for closing.  To the extent that the selected buyer cannot fulfil their conditions precedent, we will pursue a closure with the next highest bidder.
• Disintegration of Target.  To the extent that the the sale transaction represents only a divestiture of a business or asset, and the client continues to operate other remaining businesses, we can also provide management and corporate advisory services and corporate governance advisory services to the client related to the divestiture and the disintegration of the sold business/asset from its remaining ongoing businesses.  In the case of the unbundling of a divested business such as a utility or telecom, this process also may require certain regulatory expertise, which we are also prepared to provide.
• Fairness Opinions.  We prepare fairness opinions on behalf of our M&A sell-side clients and also on a third-party independent basis on behalf of other transactions conducted independently.

In cases where we serve as the "Buy Side Advisor" on behalf of a potential buyer of the target business or assets, we bring the full spectrum of expert M&A services to our clients, including:

• Potential Acquisition Target Lists.  Based on our relationship clients' understood targeted investment parameters, including geography, sector, size, targeted returns, regulatory profile and other criteria, we will routinely provide our clients with potential opportunities pitchbooks were we see potential target investment opportunities.
• Acquisition or Preparation of Teaser.  In the event that our buy-side clients are interested in a particular acquisition target, we will initiate discussions with either the target's management directly or if represented by a sell-side advisor may initiate discussions with the advisor (initially this can often be done on an anonymous basis).  To the extent the that target/advisor expresses interest in entering into further discussions to sell, then we will either request a "teaser" presentation or create one for our client. 
• Initial Discussions with Potential Seller or Seller's Advisors.  To the extent that our buy-side client is interested in proceeding, we will either conform to the PIP process for discussions, steps, etc. of the seller (if there is an sale process established).  If there is no sale process established, we will attempt to organize initial virtual or in-person meetings directly with the target's management or with their advisors.  At this point, the identity of our client will be disclosed to the potential target and their advisor.
• Initial Due Diligence and Initial Valuation.  After we are engaged by our client, one of the first steps will be to assemble all initially publicly available information, develop an initial financial/valuation model and provide our client with our initial valuation views (based in DCF, industry multiples, precedent transactions, etc.).  This information will be used to validate whether the potential targets valuation expectations are reasonable and whether it is worthwhile to proceed and provide an NBO.
• Non-Binding Offer (NBO).  To the extent that our client agrees that the target's price expectations are reasonable and it wishes to proceed, then we will assist our client in preparing and submitting an NBO.
  
• Non-Disclosure Agreements (NDAs).  We will assist our client in negotiating and executing an NDA, which is typically a prerequisite of the seller in order to receive confidential, non-public information necessary to complete due diligence and provide a binding offer.
• Coordination of Due Diligence.  We will assist our client in coordinating the assembly of all necessary due diligence using all available public and non-public information (collected from the CIM and Virtual Data Room).
• Corporate Structuring.  In many cases, it may be necessary for the buyer to modify its corporate structure prior to or upon acquiring a particular business or asset.  This may require the establishment of new companies or special purpose vehicles, transfer and or contribution of certain assets from one entity to another prior to the acquisition.  In this case, it will be essential that the client receive comprehensive tax, legal and commercial advise as to the most appropriate structure that will meet legal and regulatory requirements and will allow it the client to provide the highest possible bid offer.  Without the appropriate corporate structure the client may not meet the transaction time line or otherwise be forced to bid in an inefficient or suboptimal manner. 
  
• Financial Modeling and Detailed Valuation.  To the extent that the seller has shared their "sales case" financial model, we will thoroughly review this financial model and determine whether it is adequate (in our opinion) for our use in evaluating the business or assets and formulate or own refined view on valuation.  In many cases, there either may not be any financial model provided by the target or we may determine that it is inadequate or functionally deficient.  In such cases, we would develop our own valuation model using all available data in the CIM and data room.  The financial model will be used to create a DCF-valuation which will also be compared to industry multiples, precedent transactions and "sum-of-parts" methodologies, as appropriate. 
• Management Meetings and Site Visits.  To the extent that there are deficiencies in our due diligence, if there are unanswered questions or it is otherwise necessary to speak directly to the management of the target, we will request and coordinate management meetings and/or site visits with the target and its advisors.
• Final Negotiations.  We will assist our buy-side client and its legal advisors in negotiating the final material terms and conditions of the share or asset purchase agreement on which the client is prepared to provide a binding offer.  This will include favorable negotiations of the sellers criteria and conditions precedent necessary for closing the transaction.
• Binding Offer.  ​We will assist our buy-side client in formulating and submitting its final binding offer.  This offer will be based on the client's consideration of our valuation advice.
• Execution of Share/Asset Purchase and Sale Agreement.  To the extent that our client is the determined to be preferred/winning bidder, we will assist (in coordination with the client's legal advisors) in executing the Share or Asset Purchase Agreement.
• Closing.  We will assist the client's team in coordinating all necessary undertakings necessary to satisfy all our client's conditions precedent necessary for closing.
• Integration of Target.  DCS offers comprehensive management and strategic advisory services to our clients, to facilitate the most efficient integration of the acquired business and assets and the integration of management and operations of those businesses. In the case of the integrated business such as a regulated utility or telecom, this process also may require certain regulatory expertise, which we are also prepared to provide.
• Fairness Opinion.  We prepare fairness opinions on behalf of our M&A buy-side clients and also on a third-party independent basis on behalf of other transactions conducted independently.

In many cases, an M&A or privatization transaction in the infrastructure and energy & utilities sectors will also involve a PPP/P3 contractual structure (concession, lease, use and service agreements), offtake agreement or may be subject to regulated utility regime.  In these cases DCS can provide the specific expertise, which can allow the sale and transfer of the business or assets to occur most efficiently.  In particular, as it relates to privatizations, PPP/P3's and the sale of regulated companies and assets, DCS experts also possess the necessary expertise to review all project agreements, applicable regulations and legislation to determine whether an specific approvals, decrees or waivers need to sought or if enabling legislation needs to be enacted in order to complete the transaction. 

DCS advisors are able to provide M&A and privatization advisory services on a stand-alone basis on behalf of public and private sector clients who are pursuing any sale/divestiture or purchase/acquisition of a business or asset.  In certain cases, as M&A and privatization advisory will be only one element of a larger project delivery program, DCS will also be providing other complementary transaction advisory services in relation to other transaction elements.  Our preference is always to provide such comprehensive transaction advisory services and coordinate all elements of the transaction, including project financing on behalf of our clients.

Under any M&A or privatization advisory mandate, DCS will draw from our vast global network of veteran industry expert advisor affiliates and our relationship consultants in order to assemble the most appropriate team to match the specific needs of the transaction at hand.  This will always include leadership of DCS affiliate experts who possess decades of global M&A and privatization experience related to the specific sector and transaction type.  In any M&A or privatization advisory service mandate, our preferred role is always to serve as the lead project/program manager.  Within this role we are also able to assist in the selection and procurement (or subcontracting) and management of other advisors, including local and international legal, technical, tax, commercial and due diligence advisors or other specialized advisors, as the specific transaction may require.  To the extent that other third-party advisors are required, there are many value added advantages of allowing DCS to assist in the procurement of these advisors.  First, DCS expert affiliates themselves possess many of the legal, technical, commercial and managerial skill sets and we are best positioned to determine which additional outside third-party skill sets are required and which firms or individuals should be hired in these roles.  Secondly, transaction advisors are often very complex undertakings, requiring the management and coordination of many simultaneous workstreams.  DCS advisors are experts in project and program management services and are ideally suited to manage and coordinate a multi-dimensional advisory team most efficiently and effectively.

Complementing our M&A and privatization advisory services, DCS advisors offer the following complementary advisory services that may be applicable, dependent on the specific M&A/privatization transaction situation.

• Public-Private Partnerships
• Project Finance
• Corporate Structures
• Alternative Contractual Structure Comparison
• Competitive Tender Structuring & Management
• Coordination of Due Diligence (Legal, Technical & Commercial)
• Virtual Data Room Administration
• Market Sounding and Road Shows
• Stapled Financing
• Risk Allocation Analysis
• Debt and Equity Capital Raising
• Financial Modeling, Review and Audit
• Tender Management: RFEI/RFQ/RFP
• Mergers & Acquisitions Advisory
• Project/Program Management
• Contract Drafting & Negotiation
• Strategic Planning
• Feasibility Studies
• Business and Asset Valuation
• Workouts and Restructuring
• Corporate Governance
• Training and Capacity Building Workshops

DCS experts provide comprehensive M&A and privatization transaction advisory services in the following sectors that we specialize in.  Please click on the below links to learn more about the sectors that we cover:

• Infrastructure
  • Transportation
  • Water & Wastewater
  • ​​​Solid Waste
  • Social Infrastructure
  • Telecommunications

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• Energy & Utilities
  • Generation
  • Sales & Supply and Trading​

• Industrials
  • Engineering & Construction
  • Technology
  • Logistics, Cargo & Freight
  • Heavy Industries

• Oil & Gas
  • Upstream
  • Downstream
  • Midstream

• Real Estate
  • Warehousing and Logistical
  • Commercial and Mixed-Use

DCS experts provide comprehensive M&A and privatization transaction advisory services to the following categories of clients:

• Developers/Sponsors/Concessionaires
• Investors
• Corporations
• Governments/Governmental Entities
• Contractors/Vendors
• Utilities
• Lenders
• Regulators​
• Investment Banks
• International Financing Institutions