Our team has combined the lessons learned from executing a multitude of sell-side transactions into a differentiated process designed to achieve an optimal outcome for our client. Key elements of the process include:

• Developing a deep understanding of the client’s industry and the potential buyers universe
• Confirming and expanding the client’s financial and operational objectives
• Completing a thorough financial and operational analysis of the client’s business to determine whether appropriate profitability add-backs exist or if the client’s financials need to be normalized to position the company in the best possible light
• Analyzing key client information (incl. the potential for operating improvements and/or buyer synergies), as well as overall market intelligence in order to substantiate the proposed thesis
• Developing highly customized marketing materials (e.g., teaser, information memorandum, etc.) around an attractive investment thesis
• “Stress testing” of the developed marketing documents and collected evidence through an impartial review from senior bankers
• Developing a customized marketing approach and timeline
• Leveraging our extensive network of local contacts, as well as global relationships through our affiliation with Rothschild in order to approach the buyers’ universe in a credible fashion and to reach the largest number of suitable investors
• Facilitating and monitoring investor due diligence
• Keeping senior bankers actively involved throughout the marketing and negotiation process in order to deliver maximum value to our client

Our experience with buy-side transactions covers situations related to geographic expansion, consolidation of fragmented industries, expansion of product lines and enhancement of overall growth potential. Invariably, our team manages such situations by following a deal process that maximizes the value for our client. Key elements of the process include:

• Developing a deep understanding of the client’s industry, objectives and growth strategy
• Identification of strategic trends, specific acquisition opportunities through our affiliation with Rothschild or assisting with executing transactions already identified or in progress
• Development of customized strategy of approaching the potential target(s)
• Engagement in due diligence and business valuation
• Identification of financial and operational synergies through the proposed transaction
• Representation of the client throughout in an auction and bankruptcy process
• Assistance with securing outside debt, equity or hybrid financing, if applicable, to complete the transaction
• Keeping senior bankers actively involved throughout the negotiation process in order to achieve the most advantageous terms to the transaction and deliver maximum value to our client

Leveraging on the experience in and the lessons learned from multitude sell-side and buy side mandates, we are able to provide companies differentiated advise for successful corporate alliances and business combinations. Key elements of the process include:

• Developing a deep understanding of the industry
• Confirming and expanding the financial and operational objectives
• Completing a thorough financial and operational analysis of the two businesses to determine synergies
• Analyzing key client information, as well as overall market intelligence in order to substantiate the proposed thesis
• “Stress testing” of the developed business model and collected evidence through an impartial review from senior bankers
• Facilitating and monitoring both companies due diligence
• Keeping senior bankers actively involved throughout the negotiation process

Our team’s strong relationships with private equity funds, experienced management teams and alternative lenders allow us to be very effective when it comes to LBO transactions, management buy-outs and buy-ins. Key elements of the process include:

• Developing a deep understanding of the client’s industry, as well as market trends that may impact the company’s ability to service its proposed debt leverage
• Confirming and expanding the client’s financial and operational objectives to be achieved through the proposed transaction
• Completing a thorough financial and operational due diligence of the client’s business to determine the optimal leverage burden that could be safely applied to the entity as part of the transaction
• Preparing marketing materials and facilitating discussions with private equity funds or lenders (in the case of MBOs and MBIs) in order to secure transaction financing at the best possible terms
• Analyzing key company financial and operating information in order to identify avenues for cash preservation, cost cutting, synergies, etc. that would make the newly applied leverage more manageable
• Facilitating and monitoring the due diligence process
• Keeping senior bankers actively involved throughout the negotiation process in order to deliver maximum value to our client

Our team is able to serve as a mediator to clients looking to secure private equity and debt financing from local, regional and global financial institutions, as well as through our affiliation with Rothschild. Key elements of such processes include:

• Conducting a preliminary discussion regarding valuation expectations, optimal timing, process strategy and goals
• Performing detailed, up-front due diligence to fully develop an investment thesis while maximizing our ability to position the company most positively in the marketplace and minimizing the likelihood of negative surprises during later investor due diligence
• Preparing an offering memorandum supporting the investment thesis with the requisite facts and data
• Determining the most appropriate group of potential investors, whether financial and/or strategic
• Confidentially marketing the business to potential investors
• Providing objective advice regarding available opportunities
• Negotiating the term sheet
• Facilitating and monitoring investor due diligence
• Assisting in the negotiation of a formal definitive agreement and closing the transaction

Our team has strong relationships and extensive prior experience with the procurement of mezzanine financing. We typically engage in such transactions for the purposes of acquisition financing, recapitalizations, buyouts and other situations and are able to serve as an effective mediator and advisor to our clients. Key elements of such processes include:

• Conducting a preliminary discussion regarding valuation expectations, optimal timing, process strategy and goals
• Performing detailed, up-front analysis to fully develop an investment thesis while maximizing our ability to position the company most positively in the marketplace and minimizing the likelihood of negative surprises during later investor due diligence
• Preparing an offering memorandum supporting the investment thesis with the requisite facts and data
• Determining the most appropriate group of potential investors
• Confidentially marketing the business to potential investors
• Providing objective advice regarding available opportunities
• Negotiating the term sheet
• Facilitating and monitoring investor due diligence
• Assisting in the negotiation of a formal definitive agreement and closing the transaction

Our team has strong relationships and extensive prior experience with securing asset-backed financing in a variety of situations and across industries. Such financing is typically used for providing structured working capital and term loans that are secured by accounts receivable, inventory, machinery, equipment and/or real estate.

Companies seeking to raise capital from the public capital markets for the first time benefit greatly from hiring an experienced independent financial advisor to sit on their side of the table as their advocate during this often bewildering process. Through the support of Rothschild, whose senior bankers have collectively led numerous IPOs and maintain high level relationships in more than 40 countries, our team is able to offer listings of prominent companies on different stock exchanges, depending on the clients’ objectives. Clients count on Entrea Capital to provide these services with the highest standards of integrity, independence, objectivity, and financial expertise.

Entrea Capital’s Initial Public Offering Advisory services include:

• All aspects of pre-IPO planning
• Review and diligence of the company’s business plan
• IPO readiness assessment
• Auditor evaluation, selection and introduction
• Preparation of a presentation to underwriters
• Underwriter introduction, selection and negotiation
• Assistance in prospectus drafting and diligence
• Transaction structuring and pricing
• Post IPO support and advice

In many cases, Entrea Capital can provide its service with minimal incremental cost to its clients as the success portion of our fee can be paid from the gross spread charged by the underwriting group.

Our team has extensive experience when it comes to applying various valuation techniques to enterprises, individual business lines and separate assets across a variety of industries. Our industry expertise and constant communication with strategic and financial investors give us an unprecedented insight into market valuations and price expectations, which we substantiate through highly customized valuation analysis.

Some of the methods that we use include:

• Discounted cash flow (DCF) analysis
• Comparable companies analysis
• Precedent transactions analysis

Our team provides private and public company Boards of Directors, investors, trustees, and other organizational leaders or fiduciaries with an array of advisory services to assist in fulfilling their fiduciary duties. We provide fairness opinion services in conjunction with our mergers & acquisitions, capital raising, and other services or independently to support important strategic and financial decisions.

Key elements of the fairness opinion process include: 

• Performing a comprehensive analysis of the proposed and alternative transactions which would allow our clients to make fully informed business decisions. Such analysis aims to determine the projected impact of the transaction on the organization and its owners.
• Review and approval of the final recommendations by our team prior to their communication to our client, thus ensuring that all issues and viewpoints have been appropriately considered.
• Presentation of this analysis to the fiduciaries along with a comprehensive report that provides an excellent decision-making tool, documents the fiduciaries’ adequate consideration of the proposed transaction, and supports the appropriate exercise of fiduciary duties.
• Formalization of the Fairness Opinion letter to the Board or other fiduciaries which generally can be used in its entirety in materials distributed to shareholders or to other owners for their approval of the envisioned transaction.

In difficult situations, making the right decision can be lifesaving for companies. Depending on the client’s specific needs, our team delivers detailed assessment and tangible recommendations, related to:

• Situation analysis with focus on immediate operational and financial threats to the business
• Assessment of the main causes for operational underperformance to address critical areas in the short term
• Review of partnership opportunities with the aim of identifying and attracting the most suitable strategic or financial investor
• Assessment of the need for capital structure optimization in order to refinance or restructure existing debt and introduce alternative financing options

Our team advises mature and start-up companies who are considering an exit strategy through a divestment, a partial or complete sale or through an IPO in order to assess early on all the potential transaction issues and organizational gaps. Undergoing such a structured process enables the timely and efficient execution of an exit transaction, allows the Company to maintain control and credibility throughout the exit process and maximizes the company value.

The exit readiness process consists of four main components:

• Overall exit feasibility assessment
• Analysis of possible exit routes
• Identifying weaknesses and taking tangible steps to address those
• Formulation of a long-term strategy and an investment case

Entrea Capital works with clients to reorganize their balance sheets, incl. debt structure, overall cost of capital minimization, elimination of heavy loan terms, increasing principal payments flexibility.

The balance sheet restructuring process is also impacted significantly by the capital providers, incl. banks, private equity funds, venture capital funds, and debt funds. In case of funds involvement, the restructuring process is further influenced by the fund age, remaining investment capital and time horizon, fund performance and current fund raising activities. All these create opportunities and challenges in completing a successful balance sheet restructuring.

Some of the areas covered during the process are:

• Various capital structure issues
• Senior and sub-debt obligations
• Accounts receivable and payable

Special situation financing require complex solutions, time-sensitive initiatives for companies that are experiencing a liquidity crisis and diminishing value. For businesses that are under financial stress, it is important to understand that there is an inverse relationship between time and enterprise value - the longer a business remains under financial stress without a resolution, the faster the value of the business is likely to deteriorate. This will result in fewer available restructuring options, which could ultimately result in the need for a bankruptcy filing.

Entrea Capital acts as an objective advisor to our corporate clients with strained financial situation knowing how critical it is to develop potential alternatives within a very short timeframe. Our Special Situations solutions are tailored to the specifics of each case, such as:

• Secured term loans
• Revolving working capital facilities
• Trade finance
• Project finance
• Property bridging loans

Over the last years, characterized with liquidity shortages, financial/operating uncertainty and a high level of default, our team has guided a multitude of financially distressed clients through steps of recovery and subsequent exit, thus preserving and enhancing hard-earned value. Key elements of such processes include:

Short-term cash stabilization

• Working capital cycle reviews and hands-on improvements
• Design of enhanced cash reporting
• Detailed balance sheet and P&L review for cash generation opportunities
• Implementation of controls and processes for cash preservation 

Turnaround planning and implementation

• Detailed analyses of underperformance causes
• Identification & evaluation of turnaround initiatives and their financial impact
• Development of clear operational plans and responsibilities
• Management of all stakeholder interests– owners, management, lenders, employees, customers, etc.

Corporate finance restructuring and fundraising

• Debt restructuring in line with turn-around strategy to help avoid debt impairment
• Analysis and recommendation of optimal capital structure and working capital financing structure
• Fundraising from strategic and financial investors to strengthen capital base
• Alternative sources of funding (mezzanine, factoring, etc.)

Turnaround executive management

• Interim CEO, CFO or operational positions
• Redesign of internal processes and controls
• Implementation of overall financial management plan (ERP, budgeting, financial forecasting)
• Recruitment of additional executives

Strategic initiatives advisory

• Strategic advisory
• Initiatives planning
• Plan for turning strategic initiatives into actionable initiatives

Our team has combined the lessons learned from executing a multitude of sell-side transactions in order to provide adequate advise in cases of distressed sellers. Key elements of the process include:

• Developing a deep understanding of the client’s business and industry and the reasons of the distressed situation
• Analysis of the potential buyers universe having in mind the distressed situation of the Seller
• Analyzing key client information (incl. the potential for operating improvements and/or buyer synergies), as well as overall market intelligence in order to substantiate the proposed thesis
• Developing highly customized marketing materials (e.g., teaser, information memorandum, etc.) around an attractive investment thesis
• “Stress testing” of the developed marketing documents and collected evidence through an impartial review from senior bankers
• Developing a customized marketing approach and timeline
• Leveraging our extensive network of local contacts, as well as global relationships through our affiliation with Rothschild in order to approach the buyers’ universe in a credible fashion and to reach the largest number of suitable investors
• Facilitating and monitoring investor due diligence
• Keeping senior bankers actively involved throughout the marketing and negotiation process in order to deliver maximum value to our client