DUE DILIGENCE IS NOT A COMMODITY:
Knowing exactly what you are buying or selling is fundamental when negotiating the best possible deal. Financial, tax, legal, labour and IT due diligence investigations provide not only peace of mind, but also critical tools with which to execute a deal and maximise return.
ILV SILVER specialises in providing due diligence services for business acquisitions and investments in Spain. We also perform vendor and Pre-lending reviews. Our clients include Spanish and international private equity and venture capital funds, and both national and multinational corporates.
Our partners are actively involved in all transactions to ensure that our client’s specific needs are addressed through a meaningful due diligence process.
Financial due diligence
Analysis of historical financial information and of the key value-drivers
Identification of risks and weaknesses of the business
Identification of opportunities in the transaction
Detection of points for negotiation in the Sale and Purchase Agreement
Analysis of the profitability of the business (‘Quality of Earnings’)
Analysis of Net Assets, contingencies and off-balance sheet items (‘Quality of Net Assets’)
Assessment of Adjusted Net Debt and liquidity
Review of normalised cash flow and adjusted net working capital
Future capital expenditure requirements
Analysis of key business unit economics
Market review: size, growth, market share, competitive situation, trends, opportunities and threats
Financial forecast and projection review
Review of internal control procedures
Identification of key personnel
Identification of steps to take before and after signing
Identification of key areas to consider in post-deal integration
Tax due diligence
Detailed review of the tax situation of the business (including Corporate Income Tax, VAT, Personal Income Tax, Non-residents’ Tax and Local Taxes)
Tax structure of the operation
Determination of the level of tax contingencies, with a classification of contingencies according to their likelihood of materialising
Review of the reasonableness of tax credits and taxable bases
Valuation of ‘tax assets’
Recommendations for improving tax procedures to reduce risk and increase cash flow
Matters to consider in the Sale and Purchase Agreement
Legal due diligence
Detailed review of the legal situation of the business (including statutory matters, contractual relations, title and charges to assets, insurance, licences, permits and authorisations, Industrial and Intellectual Property, Data Protection, litigation)
Identification of risks associated with the transaction
Legal structure of the operation
Determination of the level of legal contingencies
Matters to consider in the Sale and Purchase Agreement
Identification of actions to take post-deal
Labour due diligence
Detailed review of the labour situation of the business (including labour contracts and remuneration, service agreements, termination of labour relations, labour responsibilities, risk prevention and litigation)
Review of compliance with labour and Social Security laws (collective wage agreements, company policies/agreements etc.)
Assessment and estimation of potential labour contingencies
Review of key management contracts
Matters to consider in the Sale and Purchase Agreement
Identification of actions to take post-deal
Assessment of implications and costs of business restructuring
IT due diligence
Understanding the IT environment describing networks, dataflow, applications, servers and third-party providers
Local and wide area network design and configuration
Application versioning and licensing
IT operations management and organization
Current and projected IT operating and capital resource requirements
Vendor due diligence
Where there are a number of potential buyers, vendor due diligence can save time and money but more importantly, ensures that the seller maintains control of the transaction. A vendor due diligence report on a business is commissioned by the seller but explicitly carried out for the benefit of the buyer.
As seller, you are the first to see the due diligence findings, enabling you to address issues and make corrections, and to ensure an appropriate strategy is put in place with which to avoid loss of value in negotiations.
Pre-Lending Reviews
A pre-lending review involves conducting financial due diligence procedures on a business seeking financing and is specifically targeted to provide information to the provider of finance.
The focus of due diligence procedures is on cash-flow and affordability of new debt facilities.
It includes the analysis of the current financial position and results, on the quality and reliability of the cash flow projections, in addition to the quality of assets that serve as collateral.
Meet Our Experts
Carlos Vallmitjana
AUDIT & TRANSACTION SERVICES
Jeff Singer
TRANSACTION &
VALUATION SERVICES
Ignacio de Lara
TAX SERVICES
Luis Izquierdo
LEGAL SERVICES
Sofía Celaya
LEGAL SERVICES
