Property Transactions

Stage 1. Development of acquisition criteria

Existing premises

• specialization, property class, area, ownership, location, rent level, financials, technical conditions
• level of flexibility: financials, technical conditions, object reconstruction
• main limitations for the transaction: price, time schedule, counterparty, payment policy, deal structure (assets / equity deal)

Green field

• project basic description and main specifics
• requirements for the areas location (key conditions - logistic, raw materials, consumers)
• requirements for the main utilities (volumes)
• requirements for transport connections (roads, railroad, river or sea harbor)
• time schedule for project implementation
• other key conditions - number of employees, volume of the raw materials supply
• environmental issues

Stage 2. Search of the Target

• Identification of the most appropriate area (regions, districts) for site search (based on the acquisition criteria developed)
• Search for prospective sites / objects and negotiations with the owners related to possible acquisition
• Collection basic information about the site / objects (based on the acquisition criteria developed)
• Liaison with government bodies
• Comparison analysis of the sites / objects selected
• Signing of LOI with the owner of the site / object approved for acquisition

Stage 3. Acquisition of the selected Target

• Coordination of the Due Diligence process:
  - Legal
  - Business
  - Technical and infrastructure
  - Environmental
• Negotiations on the impact of Due Diligence results on the deal structure
• Final negotiations, detailed deal structuring
• Control over fulfillment of the precedent conditions for closing

Sell side

Typical sale process through an open tender procedure

1. Pre-sale review

• Validation of the reasons for sale
• Defining the deal perimeter
• Preliminary analysis of potential buyers universe
• Identifying value drivers and planning actions to get the best of them
• Valuation

2. Strategy development and project planning

• Defining the sale strategy (prospective buyers, direct approach vs. formal auction, possible responsibilities / warranties, support in further object development, etc)
• Project planning (timing, milestones, and project team)

3. List of buyers and information documents

• Long list of potential buyers
• Information documents: brief profile (teaser), information materials (memorandum, presentations, etc.)

4. Tender

• Distribution of the teaser
• Signing of the Non-Disclosure Agreement with interested parties
• Distribution of the process letter and information materials
• Organisation of site visits
• Negotiations and collection of non-binding offers
• Selection of priority buyers to continue
• Coordination of data room- access to key information about the object
• Selection of the best proposal, signing of Letter of Intent (Memorandum of Understanding)

5. Confirmatory Due Diligence and legal documents drafting

• Coordination and support of the Due Diligence process
• Negotiations on the impact of Due Diligence results on the transaction value
• Coordination of the drafting of transaction documents (SPA, etc) with lawyers

6. Final negotiations and signing

• Final negotiations and signing of the transaction documents

7. Closing

• Control over fulfillment of the conditions precedent
• Closing