LBO SERVICES

KAI Partners work exclusively on behalf of CEOs and management teams, thereby offering independent financial advice, free from any conflict of interest. KAI Partners provides support in negociations with financial or strategic investors, more specifically in buy-out transactions (LBOs), from initiation to unwinding:

◼︎ Initiation, preparation of a transaction
◼︎ Negociation and engineering of the transaction (o.w. Management Term Sheet & Package)
◼︎ Support throughout the LBO project, between initial investment and exit
◼︎ Support at exit

WHY A FINANCIAL ADVISER?

Throughout a LBO project, the CEO and Management need to rely on an experienced professional adviser, providing independent advice and free from any conflict of interest. The support of a financial adviser enables the Management to deal with the complexities of a LBO project, and to optimize their financial, contractual, and statutory position. The financial adviser offers its clients the ability to negociate as equals with financial investors and investment banks

IN-DEPTH KNOWLEDGE OF PRIVATE EQUITY MARKETS

◼︎ lbenchmarks and market practices
◼︎ private equity investors and other financial investors
◼︎ investment banks, m&a advisers
◼︎ specialized legal and tax advisers

TECHNICAL EXPERTISE

◼︎ high level financial expertise matching private equity and other financial investors, as well as strategic investors
◼︎ financial expertise streching far beyond the modelling of a Management Package ; assessment of financial structure of buy-out, risk/return balance of LBO and Management Package, various scenarios of business plan, returns anticipated by different categories of investors

DIRECT INTERFACE WITH FINANCIAL OR STRATEGIC INVESTORS

◼︎ other advisers (legal , tax…) offer interaction from adviser to adviser only

OUR SERVICES

In general terms, We support the CEO and management team in negociations with private equity, financial or strategic investors, in relation with
◼︎ reorganisation of shareholding structure or financial structure of the company
◼︎ participation in the company’s equity
◼︎ implementation of incentive plans linked to equity value creation or performance

In buy-out situations (LBOs), Our services may include, pursuant to the management’s expectations …
◼︎ the initiation and preparation of a transaction
◼︎ the negociation and engineering of a transaction
◼︎ support throughout the LBO project, between initial investment and exit
◼︎ support at exit

INITIATION AND PREPARATION
◼︎ assessment of options open to the CEO and the Management, proposal for a strategy
◼︎ support in preparation of business plan
◼︎ support in preparation of investors presentations
◼︎ selection and approach of potential financial partners, support for presentation of buy-out project

NEGOCIATION AND ENGINEERING OF THE TRANSACTION
◼︎ execution of LBO financial model, modelling of financial structure and Management Package, assessment of various scenarios based on the management business plan, of the risk/return ratio of the LBO and of the financial instruments held by the management
◼︎ Negociation of the « Management Package » (economics of transfer of capital gain from financial investors to management)
◼︎ Negociation of the « Management Term Sheet »
▪︎ financial engineering for the implementation of the agreed economics (financing structure of the deal, financial tools held by the management, free shares, sweet equity, preference shares, options, etc…)
▪︎ contractual and statutory terms (governance, transfer of securities, anti-dilution, exit, leavers, etc…)

THROUGHOUT THE LIFE OF THE LBO
◼︎ support to the CEO and management team
▪︎ in the event of acquisition, capital increase, recapitalisation, complex operation affecting the financing structure or the Management Package
▪︎ if requested by the CEO, through sitting on the board alongside the CEO and the financial investors
▪︎ in the event of departures of members of the management

AT EXIT
◼︎ preparation and support throughout the exit process
▪︎ defining CEO and management strategy
▪︎ if appropriate, renegociation of Management Package
▪︎ review of contractual agreements and calculation of respective exit proceeds
▪︎ with the tax advisor, anticipation of necessary adjustments, if any