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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 lender and/or other stakeholders on the available options.

Our review will typically include an assessment of the business' financial position, a review of management’s forecasts and the viability of the business over the short and medium terms. Our report and its findings and recommendations can be formally presented to financial stakeholders with recommendations for 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, if other options prove impossible to deliver.

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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 the financial outcome for secured creditors/senior lenders.

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 directors

Directors are often confronted by difficult decisions which can have a dramatic effect on the business and its financial position and can result, in certain circumstances, in directors incurring personal liability for corporate debts.

The potential areas of difficulty include (but are not limited to):

  • fraudulent trading
  • wrongful trading
  • misfeasance
  • preferences
  • transactions at an undervalue
  • disqualification

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 so as to avoid or mitigate as far as possible the risk of personal liability. 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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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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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.