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Callisto advises management teams on all financial matters related to the Buy-Out, in particular management package issues
Preparation of the buy-out Structuring of the buy-out During the buy-out Preparation of the Exit
As part of its assignment, Callisto assists management teams through the 3 following steps :

Preparation of the buy-out

  • Making managers comfortable with the private equity environment as well as the technicalities of a Buy-Out
  • Managing interactions with the seller and its advisors (banks, lawyers, etc.)
  • Modelling and presentation of the Business Plan. Focus on the key drivers of the Buy-Out performance
  • Discussion on the perimeter of Managers who will invest in the buy-out and, if needed, differentiation of “tiers” of Managers by specific risk profiles
  • Sharing in-depth knowledge of the various private equity funds with a view to fit the culture and the strategy of the company
  • Preparation for management presentations

Management team may also consider Callisto as its investment banker on all financial matters, such as :
  • Preparation of important steps and events during the disposal process and anticipation of potential future issues
  • Direct contacts with investment funds (at the request of the management)
  • Analysis of the value creation of specific projects and of the impact of various financial structures

Structuring of the buy-out

  • Advice on management investment and incentive mechanisms (management package) :
    • Thorough analysis of the management investment package offers made by prospective financial investors
    • Benchmarking of these proposals in comparison with market practices for similar transactions
    • Negotiation and optimisation of the financial package with each of the short-listed financial investors
    • Financial engineering (sweet equity, ratchet, preferred shares, …) in order to implement the financial agreement reached with the buyer
  • Advice on incentive scheme dedicated to middle management in addition to the management package
  • Negotiation of the shareholders’ agreement between the management and the fund, including provisions such as exit, individual departure (Leaver), corporate governance, anti-dilution protection etc.

During the buy-out

  • Negotiations in connection with significant events that could potentially alter the shareholders’ agreement or the management investment package. In particular in the case of a major acquisition (requiring additional equity) or a recapitalisation.
  • A leaver requiring a specific negotiation. Arrival of new key managers
  • Discussions ahead of an exit process on optimal liquidity from the management’s point of view (secondary Buy-Out, IPO, strategic investor, etc)
  • In case of financial restructuring: advice on interactions with the current financial sponsor, banks, potential new equity investors and on the re-negotiation of the management investment package

Preparation of the Exit

  • Discussion on the best exit scenarios from the management’s point of view
  • Specific preparation in case of IPO, secondary Buy-Out, sale to a strategic buyer
  • In all cases, detailed modeling of the estimated exit proceeds in line with the existing legal terms of the documentation and the economic agreement