Philippe Hottinger Finance advises and assists its clients in their M&A transactions and specific operations like corporate divestitures.
Our comprehensive approach is best described in the following step-by-step process :
- Strategic and competitive analysis ;
- Business plan and financial modeling, full valuation paper ;
- Drafting of the Information Memorandum ;
- Search for suitable target companies ;
- Financial and legal structuring of the contemplated operation ;
- Assistance for and review of milestone documents to the M&A process (Letter of Intent, Shareholders’ Agreement, Share Purchase Agreement) ;
- Guidance and advice in the final stages of negotiation and preparation for the closing.
Depending on the specifics of the transaction in progress, some of the above stages may be conducted successively or in sequence with a separate market operation like an IPO, the search for alternate sources of financing from an industrial partner, the reverse takeover of a listed company, or the purchase of a Special Purpose Vehicle.
The teams of Philippe Hottinger Finance extend their assistance and expertise to corporate clients and entrepreneurs alike at all stages of their fund raising needs, in the form of equity or debt instruments, so as to match the requirements of private placement investors.
In particular, we offer the following services :
- Financial modeling & forecasting, business plans and valuation ;
- Structuring of the operation ;
- Preparation and coaching of owners for presentations and roadshows ;
- Drafting of preparatory documents (Information Memorandum, Management Presentation) ;
- Search for suitable investors according to their stated and actual investment profiles ;
- Contact with potential investors and subsequent shortlisting ;
- Assistance in the final negotations with investors (Letter of Intent, various protocols, Shareholders’ Agreement, Share Purchase Agreement) up to the closing.
Philippe Hottinger Finance has a privileged access to a wide spectrum of investors qualified to engage into private placements : dedicated funds, hedge funds, family offices, private equity funds, private wealth structured vehicles, and institutional funds raised by insurers, bankers, and industrial corporations.
Our specific know-how in this area is grounded in our deep-seated knowledge of the respective goals of each class of investors which allows us in turn to better prepare our clients to raise funds with the best-suited counterparts.
Philippe Hottinger Finance has extensive experience of business situations arising from both family-owned or manager-owned companies in which a transmission process needs to be organized and executed in the best interest of all concerned parties. Most of the strategies to be considered in such cases entail some leverage, and they therefore imply the joining in of a financing sponsor. Our teams can reach to the appropriate investors so as to offer a fully- funded transaction.
Most of these transactions can be listed in the three following categories :
- Outright sale of the company in the form of a standard LBO ;
- Keep and secure a given level of ownership in the company by way of an Owner’s Buy-Out, an OBO, with or without external equity investors ;
- Outright purchase of the company in either a Management Buy-In or a Management Buy-Out, MBI or MBO where external equity investors may be called upon, depending on the deal structure.
In the course of missions of this kind, our teams take responsibility for :
- Strategic analysis and review of options ;
- Coaching of the owners or managers for the presentation of their LBO, OBO, MBI or MBO project ;
- Identification and contact with debt and equity investors ;
- Drafting of the deal documentation (Information Memorandum, business plans and all supporting documents for presentations to investors) ;
- Structure and optimization of the financing ;
- Negotiations at all stages of the transaction ;
- Coordination and follow-up of all parties to the deal until its closing.
Starting from a thorough review of the owners or managers expectations on one hand, and of the strategic positioning of the company on the other hand, our team is in a capacity to structure and organize the best possible transactions in this highly-specialized field.
Philippe Hottinger Finance can assist its corporate clients that already are – or are in the process of being – listed on any given compartment of the stock market. For instance, we provide guidance and follow up to client companies on regulatory and compliance issues with the stock market authorities, as described in the tab on «Listing ».
Our teams also advise clients in the assistance and coordination of the following market transactions :
- Initial public offerings (IPOs in close coordination with select investment service providers which client companies have previously vetted) ;
- Private secondary offerings ( assistance to find investors) ;
- Block trade procedures and review of share capital reallocations ;
- Issuance of debt securities to qualified institutional investors ;
- Takeover bids and delistings.
To carry out these missions of assistance, Philippe Hottinger Finance can make available to its clients a select network of professionals in the fields of securities law, of investment service providers, of independent financial research analysts, and of financial communication agencies.
The optimal choice and combination of these of skills is to be jointly made by the client and Philippe Hottinger Finance, whilst keeping in mind the diligent and efficient execution of the transaction at hand.
The extensive knowledge of small and medium sized corporates and of their specific market environments by the teams of Philippe Hottinger Finance allows us to address and assist in special situations like preventative business reorganizations, receivership procedures, and all financial difficulties requiring an orderly turnaround process.
As an initial step, Philippe Hottinger Finance assists the managers and shareholders of companies in special situations in their objective assesment of the difficulties under review, which range from market conditions to an enduring loss in profitability, the sudden withdrawal of a long-standing business partner or key client, or even to an ill-fitting shareholding structure ; the priority of such an extensive analysis is to come up with realistic and feasible remedial options for all interested parties (shareholders, creditors, employees, receivers, tax authorities).
Alongside this time-critical review, Philippe Hottinger Finance helps to determine the time schedule for the implementation of the recovery plan, whether on a preventative or on a receiver- or court-assisted basis.
Our teams can then contribute their expertise to the following missions :
- Business plans and cash flow analysis on both short- and medium-term horizons ;
- Search for suitable partners in terms of additional financing or operational support ;
- Thorough review of strategic options in terms of possible asset sales, carve-outs, with the drafting of supporting documentation as the case may be.
- Assisting in the final negotiations with interested buyers of the company, wholly or partially.
Each of these missions are subject to progress reports submitted to company officers and other parties in charge, and no further steps or decisions are to be made without full approval of all involved stakeholders.
Philippe Hottinger Finance can pride itself on having a recognized experience as a stock-market expert for assisting medium-sized companies in their IPO processes, including direct admissions and transfers across market segments.
On Euronext Growth®, an organised market dedicated since its creation in 2005 to small and mid cap companies, Philippe Hottinger Finance is active as a registered Listing Sponsor and can offer its clients all the services allowed under this status.
For a medium-sized corporation, the major benefits of a listing on an organised market like Euronext Growth® are manifold :
- Financing of both organic and external growth ;
- Raising awareness and credibility within its own environment and also towards third parties that may soon be involved in the company’s development and strategy ;
- Establishing both liquidity and a market-related valuation benchmark ;
- Facilitating any changes in share capital or ownership in the case of a majority handover.
To ensure a successful market listing to its clients, Philippe Hottinger Finance can provide advice on the structuring, valuation, and market-scaling of any IPO-related operations, as they may be in the form of direct admission, placement with institutional investors, or offer to the public at large.
Also acting as a Listing Sponsor, Philippe Hottinger Finance has the all-important mission to liaise, on behalf of its client companies, with the regulatory authorities and to assist in the preparation of presentation and offering documents.
This assistance and guidance mission that Philippe Hottinger Finance conducts on behalf of its listed or market-bound clients is evidence of our willingness to become the facilitators of choice to all our valued customers, in corporate and market-related matters as well.