Services
Corporate Advisory
Value generation throughout the financial advisory process
The Unio team aims to structure the best transaction for its clients, seeking to add value throughout all stages of the advisory process and provide insights to support shareholders' decision-making.
Financial optimization
Negotiation advisory
Contractual monitoring
Operationalization
Services
Select a solution to read more details about the processes:
Sell Side
Buy Side
IPO
Sell Side & Capital advisory
Over the years, we have built relationships with over 1,000 national and international investors from various profiles.
Total company divestment
Partial sale of company shares
Creation of joint ventures with local and/or international players
Fundraising involving family offices, private equity funds, and venture capital funds
Structured debt operations
Information gathering
- Consolidation of financial and operational data to perform the economic and financial evaluation and prepare presentations
- Preliminary filtering of potential investors to be approached
- Determination of possible transaction structures
- Identification of points that may be raised by investors in later stages
Financial evaluation and preparation of materiais
- Economic and financial evaluation of the company based on the provided information and discussions vith management
- Preparation of presentations to be used in interactions with investors
- Presentation of materiais to shareholders and development of the pool of investors to be approached based on company feedback
- Pre-due diligence conducted by the deal team and compilation of information from the Virtual Data Room (VDR)
Transaction marketing
- Interactions with selected investors to present the opportunity
- Sending the confidentiality agreement to interested investors for sharing of materials
- Coordination of the question and answer process and presentations vith the company's management
- Receiving the non-binding proposals and presenting them to the shareholders
Memorandum of Understanding (MoU) and Due Diligence
- Defining the approach for due diligence (exclusive vs. competitive process) and analyzing the proposals
- Selection of the best proposals for conducting due diligence
- Coordination of the setup of the Virtual Data Room (VDR) by the deal team and the due diligence process with investors
- Drafting the share purchase agreement with the company's legal advisors
Contract negotiation and closing
- Receiving the binding offers and the annotated drafts of the share purchase agreement
- Analysis of the proposed conditions by investors and their implications, in conjunction with the company's legal advisors
- Definition of the optimal legal and tax structure to be adopted and signing of the Share Purchase Agreement (SPA)
- Organization of contractual attachments, coordination of payments, and monitoring of the process vvith the anti-trust regulatory agency
Buy Side
Levamos experiência e melhores práticas ao cliente para executar transações buy-side nos melhores termos possíveis, contando com presença irrestrita dos nossos sócios.
Total acquisítion of a company
Partial acquisition of shares/equity in a company
Initial approach and determination of strategy
- Analysis of the competitive landscape in the industry within targeted regions
- Preliminary screening of target companies to determine the selected ones for acquisiton
- Determining a personalized strategy for approaching target companies based on their different profiles
- Discussing the aquisition structure through the analysis of quantitative and qualitative factors in order to maintain alignment with the proposed thesis
Materials
- Long list of target companies
- Profle of the selected target companies
- Spreadsheet for tracking initial approaches
Gathering and analysis of information
- Initial meeting with the selected target companies
- Collection of financial data from the selected target companies
- Monitoring meeting with key individuals from the target company to clarify information
- Compilation of information and pretiminary feasibility analysis
- Meeting to assess the level of interest from the target companies
- Definition of the shortiist of target companies to be acquired and evaluation of the disbursement schedule
Materials
- Interaction plan with the target companies
- Compitation of financial information from the target companies
- Shortlist of proposals
Preparation of proposals and contracts
- Preparation and negotiation of the Memorandum of Understanding (MOU)
- Sending the non-binding proposal, direct negotiation with the target companies, and monitoring feedback
- Meetings with management and visits to the target companies
- Meeting with shareholders to discuss the results of due diligence and negotiate revised terms of the share purchase agreement
Materials
- Preparation of the MOUS
- Report with feedback from the non-binding offers (NBOs)
- Inteligence report and findings from due diligence
Contract negotiation and closing
- Submitting a binding proposal! with determination of the transaction structure
- Monitoring the fulfiliment of requested guarantees and preparing for the disbursement of funds
- Determining the optimal legal structure and preparing for accounting compliance
- Monitoring of contractual attachments, payment execution, and process tracking at anti-trust agency (CADE)
Materials
- Negotiation of terms and proposed adjustments with each target
IPO Advisory
Pre-offer stage
Investment thesis and business plan
Structuring the investment thesis with the definition of the use of raised funds and preparing a detailed business plan, which
will be presented to banks and investors.
The presence of an independent advisor in the development of the investment thesis is crucial to maximize value for the
shareholders.
Company and UNIO
Banks
Selection of the remaining advisors
Hiring of the banking syndicate and legal team.
The participation of the capital markets team from the auditing firm contracted by the company may be necessary.
The presence of an independent advisor is important to bring impartiality and facilitate better negotiations in the selection of
banks and lawyers.
Company and UNIO
Audit
Structuring and Documentation
Corporate structuring
Company structuring, including, if necessary, the creation of necessary vehicles such as holding companies, funds, among others.
Company and UNIO
Lawyers
Offer structuring
Definition of the size, type of offer (primary or secondary), and listing segment.
Definition of the shareholders who will participate in the selling process, in case of a secondary offering.
Company and UNIO
Banks
Lawyers
Audit of financial statements
Conducting a financial audit of the Company for the past 3 years and preparing pro forma and/or combined financial results, if necessary.
Company and UNIO
Audit
Preparation of the offering documents
Drafting the offering prospectus, including a summary, description, strategic vision of the Company, its competitive advantages, and risk factors.
Preparing the Reference Form with detailed information about the Company. This documentis periodically updated after the IPO.
Company and UNIO
Banks
Lawyers
Distribution and marketing
Pilot Fishing Presentations
Development and testing of pilot fishing presentations with the purpose of testing the thesis with investors before the operation launch.
Selection, interaction with investors, and feedback discussions.
Company and UNIO
Banks
Investor education
Meeting of research analysts with potential investors to discuss the company, the thesis, and the industry.
The independent advisor participates in investor education to become "the eyes of the company" and convey the correct message about the investment thesis.
Banks
Pré-Marketing
Definition of the price range for the shares in the offering.
Development and rehearsals of the roadshow presentation.
Investor selection.
Company and UNIO
Banks
Marketing
Monitoring of meetings with selected investors, discussion of feedback, and collection of investor orders.
Company and UNIO
Banks
Offer
Pricing and bookbuilding
Analysis of orders and determination of the offering price with the objective of maximizing value for the company and
selecting the best possible investor base.
Company and UNIO
Banks
Greenshoe analysis and stabilization
The greenshoe mechanism can be useful in stabilizing the value of shares after the offering.
As an independent advisor we assists in the decision of whether or not to exercise the greenshoe option without any conflict
of interest.
Company and UNIO
Banks