Grant Thornton Deals Advisory
Supporting buyers and sellers throughout the transaction lifecycle
Deal capabilities
Deal credentials
UK deal capabilities
Our focus on mid-market transactions together with our UK and international reach makes us the preferred advisor to the UK mid-market
Excelling in our chosen markets, consistently
High volume of successful deals with Private Equity
GRANT THORNTON DEALS ADVISORY
216
deals
£39m
average deal value
£8.1bn
total deal value
7
sector specialism
regional locations
Top 5 Experian MarketIQ Financial Advisor in the UK every year from 2012 – 2021. Ranked #2 in 2022 and 2023. Ranked Number 1 Financial Adviser in London in the 2023 Experian M&A League Tables for the third consecutive year.
53%
deals with Private Equity / other investors
£3.8bn
PE and other investors
International deals
UK Trade
Data shown for 2023 unless otherwise stated (transactions data includes Corporate Finance & Transaction Advisory Services)
Data shown for 2023 unless otherwise stated
Grant Thornton's global presence
Our global deal capabilities
A different kind of advisor
Supporting you throughout the transaction lifecycle
Preparing to acquire
Selling a business
31%
16%
01
How we work
Preparing to aquire
Grant Thornton’s global presence
Americas
41 markets 20,400+ people $3.3bn revenue (USD)
Africa
22 markets 2,900+ people $115m revenue (USD)
Europe
46 markets 20,300+ people $2.3bn revenue (USD)
Middle East
9 markets 1,000+ people $82m revenue (USD)
CIS
10 markets 800+ people $29m revenue (USD)
Asia Pacific
19 markets 22,900+ people $1.3bn revenue (USD)
Our global structure
Coaching culture
Client led
Our Grant Thornton global network is committed to working with clients to shape workable solutions, founded upon sustainable growth, trust, integrity and innovation.
We have a coaching culture which translates into us open questions that supports the shaping of adaptable and flexible solutions, which align to your future strategic objectives.
We believe in a truly multi-disciplinary approach built around the client need and not our methodologies. Our approach is to provide senior-led teams which bring a blend of technical and industry expertise to ensure we provide a sustainable impact.
Our global footprint
Relationship led
We are a global professional services organisation of independent firms with 68,000 people in 145+ markets, and with 5,000 people led by 200 partners in the UK. We’ve got scale combined with local market understanding. That means we’re everywhere you are, as well as where you may want to be.
We go beyond business as usual. We make business more personal by investing in building relationships.
$7.2bn
revenue (USD)
people
offices
markets
67,000+
750+
145+
02
We are a leading Deal Advisor and deliver cross border transactions seamlessly, with focussed teams across the globe, making us the ideal partner to work alongside you on your future transactions journey.
Our global M&A network...
provides access to global markets to identify a range of targets and acquirers beyond the reach of other mid-market advisers or boutiques;
allows us to deliver insight, at a local level, from each territory, including strategic, financial and those less obvious from remote desktop research;
enables us to have a local team at both ends of an international transaction; and
unlike many international M&A networks, Grant Thornton is a fully integrated network based on long-standing working and personal relationships
Our global presence
Our global M&A capability
Over US$7bn
Global turnover
2000+
M&A professionals
183
M&A partners
22%
Cross border transactions
44%
Involving Private Equity
11%
Public company involvement
People Globally
Over 750
Offices Globally
51%
FTSE 100 are non audit clients
Over 145+
Markets
An award-winning organisation, year after year
03
A different kind of advisor, with a focus on value creation at every stage
Partner-led
Bespoke teams
Direct communication to those people with the most experience
Single point of contact that builds trust and continuity - with direct access to specialists in our broader transactions team
Seamless cross-discipline and cross-territory working
No need to manage multiple advisors
Deep sector experience improving deal outcomes
Individual care, International scale
Feeling understood and valued
Building long-term relationships, reduces onboarding time and providing better value
Doing what's right, ahead of what's easy
Bringing new ways of thinking into your organisation
Delivering better outcomes through challenging of briefs
Adding value that exceeds expectations
Unlocking value in areas beyond the original brief
Providing solutions that are bespoke, meaning better results
How we work with you on transactions
M&A and Corporate Finance Advisory
Business Consulting
Tax Structuring
Debt Advisory
Financial DD
Modelling
Commercial DD
Financial Accounting
Valuations
SPA Advisory
Integrated deal support
05
When thinking about a potential transaction, whether to acquire or divest a business, Grant Thornton provides a fully integrated service tailored to suit your requirements across the transaction lifecycle
06
Supporting you throughout the acquisition process
Prepare acquisition strategy
Know your strategic objectives to ensure your acquisition delivers on your business goals. You need to be sure that any acquisition is the right thing for your business. This begins by identifying your longterm strategic objectives and ensuring these remain front and centre of mind throughout the transaction lifecycle.
Target origination and approach
Conduct a comprehensive target search to maximise your value creation opportunity. Considering both internal and external factors will help focus the target search and evaluate whether potential targets are suitable. Consider the wider context of the targeted industry, tax implications as well as incentives available and potential ESG impacts of the transaction. Once a decision has been made to approach, define the optimum approach strategy to maximise the chances of progressing.
Assess targets and shortlist
Assess your targets against clear acquisition criteria to ensure your target shortlist aligns to your goals. Confirming whether to pursue a target will require an assessment of the target against all key acquisition criteria in the context of the strategic goals of the acquisition and assessment of the estimated target price and value available in the combined organization.
08
Prepare for acquisition and agree deal structure
Prepare for the transaction and define what the deal is going to look like to maximise value Having a view of an ideal transaction structure, what assets are most valuable to you in the target, and what obligations you may incur will impact what the deal is going to look like and where most focus will be required. It is also key at this stage to understand the practicalities of going through with the transaction, including high level integration strategy.
Consider funding options
Gain clarity on the right funding options for the deal and understand the various requirements of this The right funding option will be dependent on a range of factors specific to the business and the scenario and needs to be considered carefully. Where external funds are to be raised, business plans and models will need to be up to date, and clarity obtained as to the value of the transaction. Due diligence requirements will vary between lenders but may also be higher where refinancing or green lending is involved.
Make initial offer
Understand the drivers of your offer price and headline terms, and have a plan for any negotiations A number of factors will contribute to your offer price and the headline terms linked to your offer, some of which may require verification during the due diligence phase. You will also need to decide on the preferred completion mechanism (eg completion accounts vs locked box). Having a clear plan of your next steps will make negotiations smoother.
Consider integration strategy
Confirm your integration strategy and goals to align key stakeholders Integration planning should start early, alongside due diligence, to ensure that key stakeholders are aligned on the integration strategy and goals. Start defining the ‘integration blueprint’ at this stage to articulate the strategically important aspects of the transaction, including summarising the perimeter, the as-is and high level target operating models, the degree of intended integration for each area, high level synergy targets and setting out how integration will be undertaken. This will act as your strategic foundation for more detailed integration planning post-deal signing/completion.
Conduct due dilligence
Assess key risks and opportunities to validate your offer price Once an initial purchase price is agreed, and heads of terms signed, you’re ready to commence with due diligence. Due diligence can cover various areas such as Financial, Commercial, Tax and Operational. The type of transaction you are undertaking including the target industry, should inform your due diligence approach (eg, if it is a carve-out or not, whether it is in a regulated industry etc.). Due diligence will help you identify critical items that may affect deal value and price including key integration and separation considerations.
Accounting policy Carve-out/separation Commercial Completion mechanism Cyber security
Data and reporting Economic
* Key areas of due diligence to consider:
Finance function Financial Forensic HR and people
Operational Synergy assessment Tax Technology Valuation of share awards
Employee benefits/Pensions Employee equity incentives ESG
Make final offer and negotiate
Ensure any renegotiations post due diligence are done sensitively to achieve the best outcome If any change in valuation has resulted from due diligence, renegotiations will need to be undertaken sensitively to achieve the optimal outcome for you. Once adjustments are agreed a funds flow plan will need to be developed as well as understanding any impacts on the completion mechanism.
Finalise SPA and other agreements
Agree and finalise a position that optimises and protects value Working alongside your legal advisor, you will need to be comfortable that the terms proposed in the SPA accurately reflect the commercial terms negotiated and you minimise the risk of post-deal disputes. You may also need to assess and agree the scope and terms of a Transitional Service Agreement (TSA), and Long-Term Agreements (LTAs) in a carve-out scenario, plus other potential agreements covering branding and IP for example.
Ensure deal completion readiness
Secure the optimum deal and prepare to take control All being well, both parties are now keen to sign on the bottom line and complete the deal. There will be a number of activities to complete on the lead up to deal completion which must be carefully managed to successfully prepare to take control of the business and manage priority integration and carve-out requirements.
Refine strategy and deliver growth
Refine your strategy and deliver key growth initiatives Whether a standalone acquisition or an integration, the future strategy should be re-evaluated, and growth opportunities targeted. This may include both future M&A activity or leveraging further opportunities available as a result of the combination.
Optimise the operating model
Optimise the operating model to maximise value from the transaction Once you have fully taken control, and (where an integration) established the target operating model for the combined business, further operating model optimisation opportunities should be considered. This could include improving how the operating model supports the existing business and future growth (organic and M&A).
Take control and close-out key post deal activities
Building on the pre-day 1 planning, the focus now is to close-out post deal actvities and transition to the target end state for the combined business to drive value as early as possible.
Delivering post deal integration
Delivering the benefits of an integration starts with a focus on value enhancing initiatives When delivering the integration, it's important to monitor the progress of the combined businesses against your original models, and expected timings of value realisation to ensure you are on track and identify any areas that need to be addressed early.
Click through to explore the stages of the deal
Manage and deliver SPA obligations
Following deal completion, the obligations agreed by both parties in the SPA must be managed and delivered. Following the completion of the deal there will be post deal obligations in the SPA you must complete, such as preparing completion and earnout accounts.
Define acquisition strategy and identify targets
KEY CONSIDERATIONS FOR BUYERS AND SELLERS
07
Prepare to acquire and make initial offer
Prepare for the transaction and define what the deal is going to look like to maximise value Having a view of an ideal transaction structure, what assets are most valuable to you in the target, and what obligations you may incur will impact what the deal is going to look like and where most focus will be required. It is also key at this
Due diligence and integration strategy
09
Negotiate and prepare to execute the deal
10
Refine strategy and grow
11
Supporting you throughout the sale process
Confirm exit strategy
Considering your exit options and getting the timing right are key to achieving your sale goals A range of sale options exist including: a full or partial sale, a sale to industry or private equity (PE), selling a part of the business (carve-out), handing it over to management (MBO) or your employees (EOT), or even an initial public offering (IPO). Before the sale process begins it is important to consider the state of the market, the merits of the various sale options, and to get alignment on strategy among the shareholder group.
Prepare and optimise the business for sale
Understand where the key value drivers are in the business and consider how you will prepare the business for sale Before starting the sale process, it is important to assess where the main value drivers in the business being sold are, as well as any areas that may be detrimental from a value perspective. Beginning to ensure all financial data (historic, current and future) is up to date and robust will be essential for a smooth-running transaction.
Prepare deal marketing documents and data room
Compile robust and accurate marketing material to maximise buyer interest At this stage you will need to create relevant marketing material, whether this is a teaser to start, or a more detailed information memorandum (IM). While preparing the key marketing documents it is a good time to start preparing for due diligence.
Conduct buyer search
How to find the right buyer? Produce a detailed buyer landscape to help you short-list potential buyers The best deal for you is going to largely depend on the competitiveness of the process and the quality of the targets in the process. It is worthwhile taking time to think about both obvious buyers as well as thinking outside of the box. Searching internationally may improve your chances of finding the right buyer and analysing potential buyers in detail can ensure the quality of bids remain high.
Prepare VDD reports and other information
Preparation of key documents will help streamline the process Conducting vendor due diligence (VDD) will help you identify and articulate key value drivers for the business whilst also identifying any issues early in the sale process. Producing VDD and/or Vendor Assist (VA) reports will support you in communicating clearly to bidders and enabling a smooth sale process.
Approach potential buyers
Agree on your negotiables and non-negotiables as a shareholder group before meeting with potential buyers As well as your teaser documents and/or IM you will also need to consider as a shareholder group the key terms of the deal that may be negotiable or non-negotiable and be ready to communicate these. For a buyer to submit an initial bid you will also need to provide your equity and working capital positions adjusted for any areas that may affect price.
Respond to due dilligence
Having your subject matter experts prepared will ensure a smooth due diligence process Once the bidder(s) has appointed one or more due diligence providers you can expect to receive a list of further documentation requests and queries. Your relevant subject matter experts will need to be available to support throughout this period to ensure bidder expectations are managed.
Receive and evaluate offers
Understand the drivers of the offer price and headline terms to help inform which party you should progress with Consider the full picture when evaluating the offers you receive, making sure you understand the drivers of the offer price and headline terms to inform your decision of which bidder to progress with.
Agree heads of terms and enter exclusivity
Once heads of terms are negotiated with your preferred bidder, you can begin to plan for the practicalities of a transaction Once initial negotiations are completed, you will have a confirmed bidder to progress with on an exclusive basis. It is worth maintaining a good relationship with any other bidders in case this bidder does not follow through to completion. The Heads of Terms document will lay out the basis upon which exclusivity has been agreed with the selected party.
Agree a position that optimises and protects value Once the due diligence process and any subsequent negotiations have been completed you should be in a place where both parties are keen to complete the transaction. At this point it’s crucial to ensure the Sale & Purchase Agreement (SPA) reflects the deal that’s been negotiated and that any price adjustments are agreed dependent on the completion mechanism being used.
Having negotiated and secured the optimum deal, prepare to complete the sale Once both parties have signed the SPA, your legal support will arrange for the agreed funds transfers and other legal documentation to be updated accordingly. If the new owners are taking full ownership and control then they will become responsible for communication with key stakeholders, continuing with business as usual as well as delivering on any integration and relevant accounting requirements.
Deliver tax and accounting obligations
Following deal completion there are key post deal transition activities and obligations that must be undertaken Following the completion of the deal there will be post deal activities to be completed for a smooth transition, such as delivering on tax and accounting obligations post sale.
Following deal completion, the obligations agreed by both parties in the SPA must be managed and delivered Following the completion of the deal there will be post deal obligations in the SPA you must complete, such as preparing completion and earnout accounts.
Manage and deliver optimised and growing other agreement obligations
Following deal completion effective management of other agreements such as Transitional Service Agreements (TSAs), Long Term agreements (LTAs) and others as applicable will aid a smooth transition Following the completion of the deal there will be other agreement obligations you must complete, such as delivering any transitional services for the buyer and supporting the timely exit of these, particularly in a complex carve-out situation and/or delivering on long-term agreements if applicable.
Refine strategy
Where a RemainCo is left post sale, refine the core business strategy and consider growth and consolidation opportunities Where a RemainCo exists post sale, revisit your core business strategy and consider new growth initiatives or further divestments available for the organisation. This may, for example, include further M&A to streamline or grow the business in a new direction, or focusing on growth with attention to the core business.
Where a RemainCo is left post sale, re-evaluate the core business operating model and tax strategy Following a sale of part of a business it is likely that a review of the remaining operating model will need to be conducted. Key questions may include whether the cost base remains appropriate for the new business, and whether the operating model is fit for purpose to support the business’s future aspirations.
Conduct completion mechanism negotiations
Working alongside your legal advisor, you will need to be comfortable that the terms within in the SPA accurately reflect the commercial terms negotiated to minimise the risk of post-deal disputes.
Strategically prepare the business for a sale
13
Prepare to market the business
14
Engage with buyers
Recieve and evaluate offers
15
16
Complete post deal close down and completion
17
Reset and optimise
18
GRANT THORNTON
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