MERGERS AND ACQUISITIONS

Snakes and ladders

One step forward, ten steps back.

Such is life for the integration program management office, wrestling with a complex, international carve-out.  You must part company with your parent fast.  

At the same time, you need to stand up a new global infrastructure that delivers HR and payroll, accounting and tax and legal foundations on the ground, virtually anywhere you want to trade.   

When it’s a multi-country deal involving many jurisdictions, it cannot be left to a game of chance. 

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M&A deal completion services

From a single and singular partner: we specialise in fast answers to the knotty problems of compliant local entity activation through to full operational readiness on a global scale – virtually anywhere your newly acquired business wants to trade.

We specialise in working with corporates, private equity operating partners and transaction advisors to get deals over the line when remote local compliance issues – we call them ‘long poles ’ – get in the way.  

We provide stability for the deal itself – and stability for ongoing operations. 

What looks straightforward from a global perspective in terms of your target operating model, can look very different on the ground if you haven’t asked the questions that never seem to be high enough on the deal agenda – until everything  is down to the wire. 

  • How is the target operating model going to work?  
  • How long will it take to set up  in every country? 
  • How much is it going to cost?  
  • And did you factor all this into the evaluation?  

What surprises many clients, time after time, is that you just can’t copy what the seller is doing in each country and leave it there.  

Just transferring workforces to your new entities  can be extremely intricate in many territories.   

Then there’s the choreography of incorporation and entity activation.   Sometimes it’s sequential, sometimes not.  Sometimes tax registrations are combined with the social security elements and sometimes they are separate.  Who tracks those requirements at federal and  provincial –levels so entity activation can be expedited?  The permutations of operating compliance worldwide can be headache-inducing if you aren’t used to it.  

If you get it wrong, you’ve lost time.  You might lose the confidence of employees and regulators.  You might dent your revenue model. You might lose the deal.

TMF Group  knows this all too well because we’ve seen it happen time and again – but not on our watch.

We are expansion experts.  

We’ve been setting up companies abroad for over 30 years.  We bring those hard-won skills and expertise to bear in complex international transactions, which our business model is perfectly designed to service.

Cross-border carve-outs 2020:

Why one third fail and how to get them right

Cross-border carve-outs, a new independent market research study commissioned by TMF Group, suggests that dealmakers could be losing up to 16% of deal value due to avoidable delays and a disregard for the three fundamentals of successful carve-outs.

Learn more

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Minimising the J curve

We work with private equity firms at the earliest stage of a transaction, specifying and properly costing the future target corporate operating model. We go on to deliver those operating models post-transaction, continuing to flex our resources around the globe to support corporate strategy when it evolves.

Our goal is to minimise the depth of the J curve and maximise its upward trajectory. We stand up portfolio companies without unnecessary delay and cost, ready for your management teams to focus on growing their markets.

Owning local process detail for global transaction advisors

Sometimes we are brought in by lawyers and global transaction advisors seeking the most cost-effective solution for clients to the complexities of entity activation through to operational readiness across multiple jurisdictions.

Working with us has taught them about the specialised and highly variable nature of the process choreography that needs to take place on the ground, jurisdiction by jurisdiction, across HR and payroll and local tax and regulatory compliance. Incorporation is the easy bit.

They are happy for us to give  life to a client’s corporate strategy on the ground.  We’re happy to leave them to create it.

Corporate clients in crisis

We work with integration PMOs in crisis situations, when the clock is ticking on transition services agreements and vendors have failed to deliver the promised back-office solutions. Few business models are set up to resource complex international footprints with diverse personnel numbers and regulatory requirements.

We fill the vacuum, relieving clients of the nightmare of not being able to employ and pay staff or issue a simple invoice – and a host of other fundamental operational requirements that become a major hairball at scale, draining creativity and diverting business focus from talented leaders.

Early partnerships – starting with ‘operating’ due diligence

We prefer, of course, to engage in early partnerships, planning and costing target corporate operating models as far back as the due diligence phase of the transaction cycle and in negotiating optimal transition services agreements.

Central coordination, local delivery

While many clients outsource their back-office functions to us for the transition services agreement phase (and beyond where it makes sense) they never wind up outsourcing to a remote shared service centre.  Our success is based on our ability to provide a global view to the boardroom, while coordinating the activities of local personnel, fluent in local language and culture and fluent in local compliance and regulation.

We own the detail no one owns – or wants to own – in complex international transactions

To find out how to get your deal over the line;  how you achieve a transition services agreement that is equitable, cost-effective and pragmatic; and how you create a back-office operating model that will stand your new business in good stead from the get-go – and for years to come – enquire here.