- Nationwide – Integration planning for two building societies, covering actions required to integrate retail and contact centres and deliver related merger benefits, while insulating customers from impacts
- Netia/Tele2 –Assessed customer operations of alternative Telcos with radically different operating models, to develop single operating model to deliver acquisition benefits
- Private equity, acquisition of market researcher –Assessed separation plans from parent, and cost reduction plans based on technology and outsourcing
- TDF/Antenna Hungaria – Developed detailed plan to help TDF take control of AH, realign its strategy to an infrastructure focus and deliver cost savings. Led management team to agree integration objectives
- European Cable TV Altnet –Synergy planning across sales, marketing and networks in preparation for final binding offer for other competing Altnet delivering Pay TV, MVNO and fixed telecoms services.
- Innovation – Acquisition planning for a publicly quoted client to enable it to acquire, under Class 1 procedures, a loss making business and plan delivery of synergies required to turn it around
- Key player in the music industry – Reviewed previous restructuring actions and a plan to reduce costs, analysing cost base, identifying major risks to base case plan and some upsides
- Mach–Synergy planning to support financing of acquisition and integration of a mobile billing intermediary business
- PE House/Towers Business – Assessed synergy to raise £250m of finance, covering integration of field operations, procurement, and investment programmes
- Towers Business –Post acquisition merger planning under onerous ‘Hold Separate’ conditions, helping to control a high level of business risk, putting in place a ‘ready to go’ integration programme
- PE House, owner of media service business –Advice and challenge on ‘low-balled’ synergies. Helped PE House obtain commitment from top management to higher and more reasonable synergy projections
- Datatec – Operational Due Diligence. Identified key issues on acquisition of distressed US network integrator for group building worldwide service delivery footprint
- Datatec – Analysed similarities and differences in two acquisitions with a high degree of overlap, but some unique elements. Proposed new structures and a carve out/integration roadmap
- Macquarie – Assessed vendor preparations for the separation of Airwave from O2, assessing issues, e.g. impact on contracts, and standalone costs, and developed separation roadmap for acquiring PE house
- Financial Trading Business – Advice on people, transaction and valuation issues created in carving out and moving a business within a complex corporate structure, including General Partnership, LLP and PLC entities
- Macquarie – Diligence for Arqiva refinance – Assessed execution risk on a massive contract with large failure penalties and assumptions underlying a £1b Capexplan
- Separation of complex organisation
- Valuation issues
- Tax efficient operating model
Financial Trading Bussiness
Virtual Carve Out of a ‘Services’ business
Our client has a complex corporate structure driven by many distinct operating businesses and the use of General partnerships, limited liability partnerships and limited companies. Many of these businesses relied on back and middle office functions, for example compliance, legal and transaction clearance, that were delivered and shared under complex services agreements. It decided to create a centralised services business, which would provide billable services on a shared services basis, and place it in a structure at arm’s length from the operating units engaged in transactions. Due to it’s structure, the actions required to implement involved transactions between business entities, and the movement of people and infrastructure services between entities had potential operational impacts. As an regulated business, it needed to successfully engage with the FSA over its plans. The CFO wanted to execute within a six week period, and was concerned over tax, fiduciary and operational risks. We kicked the project off with a multi-disciplinary workshop with experts on structuring, valuation, regulation, transfer pricing and carve outs to help it, identify all the material risks. This confirmed there were risks: the transaction created creating property and capital gains tax liabilities, defendable valuations and business case were required to support a clear director decision making audit trail; and specific operational actions were required to manage the transfer employees onto a new payroll and contracts in the new Services business.
We delivered a project on time that ensured that each risk and issue was effectively mitigated, drawing on a mix of client and expert resources. This included identifying a workaround to remove the payroll change from the project critical path, without which the change would have been delayed by two months and advice to optimise tax liabilities.
David’s work confirmed that although both businesses operated cellular networks, they operated largely on a separate basis and the integration synergies that had been anticipated when O2 bought Airwave from BT had not been realised, minimising the kind of difficult separation issues that can arise from closely integrated telecommunication service provision businesses. The work identified no ‘red flag’ issues to delay progress in the transaction. The work plan developed for the new owners and Airwave management was pursued on completion.
