To ensure the success of the Buy-Out project, the Management must be able to rely on an experienced professional adviser, independent and free from any conflict of interest. The advice provided must enable him to fully integrate the constraints and challenges of a Buy-Out, and to ensure the optimization of his own financial and statutory situation.
Callisto brings to the managers, experience, dialogue, technical support, benchmarking, and negotiation skills.
Callisto is involved mainly ahead of a transaction, in the course of its preparation and structuring, during the negotiation phase of the transaction, and until its closing.
Callisto can also be involved during the Buy-Out (for example in case of a significant acquisition) and in the preparation for the exit.
Preparation of the Buy-Out
- Making managers comfortable with the private equity environment as well as the technicalities of a Buy-Out
- 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 with specific risk profiles
- Review of the various private equity funds with a view to best fitting the culture and the strategy of the company
Structuring of the Buy-Out
- Preparation with the Management of a “management term sheet” proposal, covering all the key financial terms of their investment and their rights as shareholders
- Benchmarking of the proposals received from the financial investors in comparison with market practices
- Negotiation and optimisation of the financial package with each of the short-listed financial investors
- Financial engineering (sweet equity, ratchet preferred shares, free shares…) in order to implement the financial agreement reached with the buyer
- Negotiation of the shareholders’ agreement between the Management and the fund, including provisions such as liquidity at 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
- Specific intervention for a leaver or a new joiner
Preparation of the Exit
- Discussion on the best exit scenarios from the Management’s point of view
- Specific preparation in case of IPO or secondary Buy-Out
- In all scenarios, detailed modeling of the estimated exit proceeds in line with the existing legal terms of the documentation and the economic agreement