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Corporate advisory

We offer a range of corporate advisory services including:

Business and liquidity reviews

Business and liquidity reviews are most often undertaken when a business is either insolvent or close to insolvency to provide advice to a particular lender on its options.

Our review will include an assessment of management’s forecasts and their proposals for resolving the current problems. Our report and its findings and recommendations can be formally presented to financial stakeholders with recommendations to both management and lenders as required.

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Contingency planning

Contingency planning involves working with management to find the best route out of a crisis, while simultaneously preparing a plan for what to do if the best route cannot be achieved as planned. This may mean being ready to implement an insolvency procedure at short notice, or having an alternative option to use if certain external events happen.

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Non-performing investments

A non-performing investment can be a significant financial burden; we work with private equity as well as private investors to seek a solution. Our team can advise on the most effective method of dealing with a non-performing investment through performance improvement and restructuring.

Our experienced and specialist team provides corporate restructuring services including:

  • turnaround and interim management
  • refinancing
  • advisory services
  • solvent restructuring
  • insolvency

In addition we can advise on distressed investment funds and trusts using our substantial experience in investment banking and offshore expertise. Such advice extends to:

  • international regulators
  • prime brokers
  • investors

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Debt advisory

Senior lenders

Viability review
In our experience, an early independent review of a business where there are signs of difficulties will in many instances significantly enhance the prospects for the survival of the business or, if this is not possible, allow an opportunity to develop a strategy to maximise realisations for the benefit of all creditors.

Monitoring reports
A viability review may identify ways in which a business may be restored to profitability but in many cases it is essential that under-performing businesses are closely monitored to ensure that an agreed recovery strategy is being adhered to and to ensure that the financial position and, as a consequence, the lender’s collateral does not deteriorate. We regularly undertake such assignments and have found that the continuity achieved by retaining the same firm through this process has both practical and cost benefits.

Turnaround and restructuring
Before a turnaround strategy can be formulated, a thorough review of the business must be conducted to identify the key issues that must be addressed. We are able to prepare a report on the strategic options available to ensure the survival of the business in the short and long term and assist in the preparation to lenders and implementation of a comprehensive business plan.

Solvency reviews
It is sometimes the case that a company will experience such severe financial difficulties that there is no alternative to formal insolvency. We can assess the company’s financial position, its ability to continue to trade in the short term and the most appropriate insolvency procedure for maximising realisations.

Insolvency appointments
We take formal appointments in all of the UK insolvency procedures.

Syndicated loans

All the debt advisory services we provide to single lenders are replicated for multi bank situations. Our reputation and expertise means that we have worked for a wide range of secondary and overseas banks as well as the main UK clearing banks and consequently we are a viable alternative to the big 4.

Mezzanine debt

Such debt is of importance in the more complex restructurings as it has often been used to finance acquisitions and buyouts. We can advise holders of such equity-based options.

Asset based lenders

We have significant experience in performing pre-lending reviews for banks and asset based lenders, particularly where the proposed lending is not fully collateralised.

Typically, these situations involve providing the lender with comfort as to the viability of the business/marketplace, including:

  • quality of management
  • robustness of forecasts and underlying cashflows
  • providing an assessment of the valuation of assets, including stock, for lending purposes

In addition we can offer the following services:

  • collateral reviews
  • collect out services
  • stock valuations
  • review of finished goods
  • exit strategies
  • advice on fraud
  • IT system reviews

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Advice to boards of directors

Directors are often confronted by difficult financial decisions which can have a dramatic impact upon the options available to the company and can result in personal liability

The consequences can be far-reaching and include:

  • fraudulent trading
  • wrongful trading
  • misfeasance
  • preference
  • transactions at an undervalue
  • disqualification
  • capital issues
  • misleading the market and abuse

Directors are responsible for the day to day running of a company’s business. They are governed not only by statutory regulation but also common law fiduciary duties. When a company is solvent the directors have a common law duty to act in the interests of the company, its shareholders and creditors, coupled with a statutory duty to consider the interests of employees. Where the company is insolvent (or potentially insolvent) the directors’ duty changes so that they are required to consider the interests of creditors and potential creditors first.

Our team is experienced in advising directors of their responsibilities and fiduciary duties:

  • we can assist directors in managing their role and responsibilities and advise on the best course of action. It is important to note that many provisions apply not only to formally appointed directors but also “shadow directors” and “de-facto” directors
  • in addition, we can advise directors of the risk of being disqualified under the provisions of the Company Director Disqualification Act, where they fail to have sufficient regard to the interests of the company's creditors in their management of the company

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Tax advice

We help clients implement tax and accounting structures that give them a competitive advantage.

Our advice includes:

  • utilisation of trading/capital losses
  • structure acquisitions and disposals to reduce tax
  • due diligence on financial models
  • review existing contracts to minimise future tax
  • assist with tax filings both pre and post restructuring

At its simplest this advice can take the form of discussions with the current tax advisers of the company, or at its most complex involve a formal due diligence procedure. For all situations though, minimising the current tax burden and ensuring any tax assets are maximised is the focus of our advice.

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Pension advisory services

Defined Benefit (“DB”) pension schemes remain one of the hottest topics in the UK corporate environment. Increasing longevity rates, falling investment returns, and recent legislative changes have made managing exposure to the risks of DB pension schemes an increasing challenge, both for the directors of the sponsoring employer and for the trustees of schemes.

Our pensions advisory team is made up of professionals from our restructuring & recovery services team, our corporate finance team, and Employee Benefit Consulting practice, with extensive experience in advising on a variety of pension issues. We pride ourselves on working with companies and trustees to understand their needs and develop commercial solutions to manage pension deficits.

Our services include:

Employer Covenant Assurance Service (“ECAS”)
ECAS is an independent review that will help trustees assess the ability of the sponsoring employer to meet its ongoing obligations to the pension scheme. Our approach is tailored to the specific circumstances of both the scheme and the employer to enable a focused approach and analysis which addresses the key concerns and risk areas. We are also able to assist trustees in enhancing the position of the scheme through the use of innovative approaches to contingent assets and other options for improving scheme funding.

Transaction advice
We can advise both employers and trustees on pension related considerations in structuring either the purchase or sale of businesses with defined benefit pension schemes. This advice can include:

  • assisting with obtaining clearance from the pensions regulator
  • advice on structuring transactions in an optimal way
  • assessing the impact of a transaction on the pension scheme
  • supporting trustees in formulating responses to proposed transactions and assisting the trustees in negotiations with the sponsoring employer/acquirer

Distressed / Turnaround situations
We have a strong track record in advising trustee boards on the options available to them in situations where the employer’s covenant is weak or weakening, and can provide the trustees with insight into the actions and strategies which the employer’s board of directors will be considering, as well as other secured and unsecured creditors with whom the pension scheme will be competing with for funds.

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Distressed M&A

We can provide a dedicated M&A team experienced in restructuring from the disposal of group assets to advice on the acquisition of distressed businesses:

  • sale of distressed businesses
  • sale of orphan subsidiaries
  • acquisition of distressed business
  • refinancing

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Creditor support services

Our creditor support team represents the interests of creditors in the context of formal insolvency procedures.

Our service includes:

  • representation at any formal or informal meeting of creditors and the provision of a written report
  • assessment of recovery prospects
  • specific industry expertise
  • provide supplier reviews and monitoring visits to avoid and assess the prospects of a customer failure and the tactics to be adopted
  • advice on reservation of title claims

We also offer:

  • supplier reviews
  • advice to landlords and tenants

Supplier reviews

A supplier review may be performed when the supplier has concerns about existing credit it has advanced to a business. The review will include looking at recent financial performance to identify the causes for the problems, the existing credit worthiness of the business will be assessed and a commentary on management’s forecast of how the business is expected to perform going forward.

Advice to landlords and tenants

Landlord’s perspective

We will provide advice and assistance to a landlord on the proposed restructuring of a tenant:

  • comment on the voting rights in any formal restructuring/insolvency event. This should be able to be for the contractual term subject to mitigation however we can assist with quantification on unliquidated and unascertained claims
  • we can replace an existing Insolvency practitioner where the interests of the landlord are not best served, subject to any conflict of interest
  • provide advice on disclaimer of onerous leases in liquidations both solvent and insolvent only. Disclaimer operates to determine, the rights, interests and liabilities of the company which must compensate the landlord for any loss and damage as a consequence. The landlord's claim is based on actual loss with a requirement to mitigate

Assumptions are required as to the possible outcome of the lease:

  • postulating as renewal
  • ability to sub let
  • any loss in rental voids
  • costs sustained and terms in reletting
  • future rent should be discounted
  • dilapidations to be added to claim
  • comment on use of vesting orders

We also provide advice and assistance on:

  • the right of occupation of an Insolvency practitioner and whether such occupation should be paid for as an expense of the insolvency process
  • rights of enforcement such as distraint and forfeiture

 Tenant services

  • quantification of landlords claims in restructuring, see above
  • assessment of solvency and the impact of onerous leases
  • assistance in negotiated settlements

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Transaction support and valuations

Support

  • due diligence advice
  • evaluating financial models
  • specific industry expertise

Valuation

We provide valuations in connection with:

  • commercial disputes and litigation
  • proposed transactions
  • pre-packaged sales
  • intellectual property
  • intangible assets
  • evaluation of sales and marketing plans

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Contact us

For more information contact a member of the team.