ACQUISITIONS

BUY-SIDE ADVISORY

We offer our buy-side PE clients a flexibility to choose between different involvement levels during the acquisition process.

⇒ Buy-side services with different levels of involvement

• ∘ Brokerage/Representation service is well suited for investors with competence and sufficient resources to manage acquisition process and negotiations in-house, while they require local investment bank purely for building contacts with Baltic entrepreneurs, banks and advisers.
• ∘ Transaction Advisory is offered to clients with in-house M&A professionals, but who may require on-request corporate finance services (e.g. valuations, market research).
• ∘ Investment Banking mandate assumes Keystone is assigned to be fully responsible for managing the process and offering all relevant corporate finance services.

INVESTIGATION OF INVESTMENT OPPORTUNITIES

Prior to signing a mandate agreement and defining Keystone’s exact role, we occasionally offer our clients the below services aimed at investigating investment opportunities, understanding feasibility and complexity of a desired transaction.

⇒ Testing specific acquisition opportunities

• ∘ Building contacts with predefined Baltic targets
• ∘ Indicative bidding round advisory

⇒ Investment case development

• ∘ Identifying target universe, analyzing selected targets
• ∘ Investigating M&A readiness of selected targets
• ∘ Drafting and distributing indicative bids or letters of interest

DIVESTITURES

SELL-SIDE ADVISORY

We offer our sell-side PE clients a flexibility to choose between different involvement levels during the divestment process.

⇒ Sell-side transaction advisory services with different levels of involvement

• ∘ Brokerage/Representation service is well suited for active investors with competence and sufficient resources to manage divestment process and negotiations in-house, while they require an investment bank purely for building contacts with potential buyers.
• ∘ Transaction Advisory is offered to clients who wish to manage the divestment process, but may require on-request corporate finance services (e.g. financial modelling and valuation, preparing sales materials).
• ∘ Investment Banking mandate assumes Keystone is assigned to be fully responsible for managing the divestment process and offering all relevant corporate finance services.

PRELIMINARY MARKETING INITIATIVES

Prior to signing a mandate agreement and defining Keystone’s exact role, we occasionally offer our clients the below services aimed at investigating potential buyers’ interest level and understanding probability of a desired transaction.

⇒ Investigating potential buyer interest

• ∘ Building contacts with selected buyers
• ∘ Investigating buyers’ investment readiness

⇒ Trade sale pre-marketing

• ∘ Identifying potential buyer universe
• ∘ Distributing teaser / executive summary
• ∘ Collecting indicative term sheets / NBOs

MERGERS & JOINT VENTURES

MERGER & JOINT VENTURE ADVISORY

We offer our PE clients a flexibility to choose between different involvement levels during a merger or JV establishment process.

⇒ Merger and JV transaction advisory services with different levels of involvement

• ∘ Brokerage/Representation service is well suited for active investors with competence and sufficient resources to manage the process and negotiations in-house, while they require an investment bank purely for building contacts with merger candidates or potential JV partners.
• ∘ Transaction Advisory is offered to clients who wish to manage the merger or JV process in-house, but may require on-request corporate finance services (e.g. financial modelling and valuation, merger synergy analysis).
• ∘ Investment Banking mandate assumes Keystone is assigned to be fully responsible for managing the merger or JV establishment process, offering all relevant corporate finance services.

INVESTIGATION OF MERGER & JV OPPORTUNITIES

Prior to signing a mandate agreement and defining Keystone’s exact role, we occasionally offer our clients the following services aimed at investigating potential merger or JV candidates’ interest level, and understanding the feasibility of a sought partnership.

⇒ Investigating merger/JV candidates’ interest

• ∘ Building contacts with selected parties
• ∘ Investigating target firm merger or JV readiness

⇒ Merger / JV business case development

• ∘ Identifying relevant merger or JV partners
• ∘ Developing business case memorandum
• ∘ Negotiating non-binding term sheets

IPO & BOND ISSUES

As long as the Baltic stock exchanges struggle with low liquidity and very few actively traded equities, we target listing securities of Baltic corporations on the Warsaw Stock Exchange or at Nasdaq Nordic.

⇒ IPO or bond issue for Baltic corporations

• ∘ Service is offered in co-operation with The CFI Group member firms or other selected investment banks.
• ∘ Division of responsibilities between Keystone and other IPO advisers shall be agreed upon taking into account circumstances of each specific situation.

DEBT FINANCING ARRANGEMENTS

We offer all kinds of services related to bank debt financing arrangements. We also work with alternative debt financing sources such as private bonds and mezzanine.

⇒ Debt financing arrangements

• ∘ M&A situations
• ∘ Major organic investments
• ∘ Equity recapitalization transactions
• ∘ Capital structure optimizations
• ∘ Mature, distressed or fragmented debt restructuring

Our services include process management, negotiation assistance, financial engineering, preparing information materials, reporting assistance, and other related activities.

ANCILLARY CORPORATE FINANCE SERVICES

Based on the client’s needs we offer a variety of ancillary corporate finance services.

⇒ Research, analysis and valuations

• ∘ Baltic M&A activity reports
• ∘ Business valuations, fairness opinions
• ∘ Dispute related analysis
• ∘ Financial reviews

⇒ Preparation of corporate information materials

• ∘ Corporate Presentation
• ∘ Information Memorandum
• ∘ IPO Prospectus

ACQUISITIONS

BUY-SIDE ADVISORY

We offer our buy-side corporate clients a flexibility to choose between different involvement levels during the acquisition process.

⇒ Buy-side services with different levels of involvement

• ∘ Brokerage/Representation service is well suited for investors with competence and sufficient resources to manage acquisition process and negotiations in-house, while they require local investment bank purely for building contacts with Baltic entrepreneurs, banks and advisers.
• ∘ Transaction Advisory is offered to clients with in-house M&A professionals, but who may require on-request corporate finance services (e.g. valuations, market research).
• ∘ Investment Banking mandate assumes Keystone is assigned to be fully responsible for managing the process and offering all relevant corporate finance services.

INVESTIGATION OF INVESTMENT OPPORTUNITIES

Prior to signing a mandate agreement and defining Keystone’s exact role, we occasionally offer our clients the below services aimed at investigating investment opportunities, understanding feasibility and complexity of a desired transaction.

⇒ Testing specific acquisition opportunities

• ∘ Building contacts with predefined Baltic targets
• ∘ Indicative bidding round advisory

⇒ Investment case development

• ∘ Identifying target universe, analyzing selected targets
• ∘ Investigating M&A readiness of selected targets
• ∘ Drafting and distributing indicative bids or letters of interest

ASSET SALE, SPIN-OFF & CARVE-OUT TRANSACTIONS

 SELL-SIDE ADVISORY

We offer our sell-side corporate clients a flexibility to choose between different involvement levels during the divestment process.

⇒ Sell-side transaction advisory services with different levels of involvement

• ∘ Brokerage/Representation service is well suited for active investors with competence and sufficient resources to manage divestment process and negotiations in-house, while they require an investment bank purely for building contacts with potential buyers.
• ∘ Transaction Advisory is offered to clients who wish to manage the process, but may require on-request corporate finance services (e.g. financial modelling and valuation, preparing sales materials).
• ∘ Investment Banking mandate assumes Keystone is assigned to be fully responsible for managing the divestment process and offering all relevant corporate finance services.

PRELIMINARY MARKETING INITIATIVES

Prior to signing a mandate agreement and defining Keystone’s exact role, we occasionally offer our clients the below services aimed at investigating potential buyers’ interest level and understanding probability of a desired transaction.

⇒ Investigating potential buyer interest

• ∘ Building contacts with selected buyers
• ∘ Investigating buyers’ investment readiness

⇒ Trade sale pre-marketing

• ∘ Identifying potential buyer universe
• ∘ Distributing teaser / executive summary
• ∘ Collecting indicative term sheets / NBOs

MERGERS & JOINT VENTURES

We offer our corporate clients a flexibility to choose between different involvement levels during a merger or JV establishment process.

⇒ Merger and JV transaction advisory services with different levels of involvement

• ∘ Brokerage/Representation service is well suited for active investors with competence and sufficient resources to manage the process and negotiations in-house, while they require an investment bank purely for building contacts with merger candidates or potential JV partners.
• ∘ Transaction Advisory is offered to clients who wish to manage the process in-house, but may require on-request corporate finance services (e.g. financial modelling and valuation, merger synergy analysis).
• ∘ Investment Banking mandate assumes Keystone is assigned to be fully responsible for managing the merger or JV establishment process, offering all relevant corporate finance services.

INVESTIGATION OF MERGER & JV OPPORTUNITIES

Prior to signing a mandate agreement and defining Keystone’s exact role, we occasionally offer our clients the following services aimed at investigating potential merger or JV candidates’ interest level, and understanding the feasibility of a sought partnership.

⇒ Investigating merger/JV candidate’s interest

• ∘ Building contacts with selected parties
• ∘ Investigating target firm merger or JV readiness

⇒ Merger / JV business case development

• ∘ Identifying relevant merger or JV partners
• ∘ Developing business case memorandum
• ∘ Negotiating non-binding term sheets

IPO & BOND ISSUE

As long as the Baltic stock exchanges struggle with low liquidity and very few actively traded equities, we target listing securities of Baltic corporations on the Warsaw Stock Exchange or at Nasdaq Nordic.

⇒ IPO or bond issue for Baltic corporations

• ∘ Service is offered in co-operation with The CFI Group member firms or other selected investment banks.
• ∘ Division of responsibilities between Keystone and other IPO advisers shall be agreed upon taking into account circumstances of each specific situation.

⇒ Private Investments in Public Entities (PIPE)

⇒ Public to Private Transactions (delisting of traded securities)

DEBT FINANCING ARRANGEMENTS

We offer all kinds of services related to bank debt financing arrangements. We also work with alternative debt financing sources such as private bonds and mezzanine.

⇒ Debt financing arrangements

• ∘ M&A situations
• ∘ Major organic investments
• ∘ Equity recapitalization transactions
• ∘ Capital structure optimizations
• ∘ Mature, distressed or fragmented debt restructuring

Our services include process management, negotiation assistance, financial engineering, preparing information materials, reporting assistance, and other related acitivites.

ANCILLARY CORPORATE FINANCE SERVICES

Based on the client’s needs we offer a variety of miscellaneous corporate finance services.

⇒ Research, analysis and valuations

• ∘ Baltic M&A activity report (periodical review of M&A transactions)
• ∘ Business valuations
• ∘ Dispute related analysis
• ∘ Financial review
• ∘ Bid defense advisory

⇒ Preparation of corporate information materials

• ∘ Corporate Presentation
• ∘ Information Memorandum
• ∘ Strategic expansion plan report
• ∘ IPO Prospectus

ACQUISITIONS

BUY-SIDE ADVISORY

We offer our buy-side clients a flexibility to choose between different involvement levels during the acquisition process.

⇒ Buy-side services with different levels of involvement

• ∘ Brokerage/Representation service is well suited for investors with competence and sufficient resources to manage acquisition process and negotiations in-house, while they require local investment bank purely for building contacts with Baltic entrepreneurs, banks and advisers.
• ∘ Transaction Advisory is offered to clients with in-house M&A professionals, but who may require on-request corporate finance services (e.g. valuations, market research).
• ∘ Investment Banking mandate assumes Keystone is assigned to be fully responsible for managing the process and offering all relevant corporate finance services.

INVESTIGATION OF INVESTMENT OPPORTUNITIES

Prior to signing a mandate agreement and defining Keystone’s exact role, we occasionally offer our clients the below services aimed at investigating investment opportunities, understanding feasibility and complexity of a desired transaction.

⇒ Testing specific acquisition opportunities

• ∘ Building contacts with predefined Baltic targets
• ∘ Indicative bidding round advisory

⇒ Investment case development

• ∘ Identifying target universe, analyzing selected targets
• ∘ Investigating M&A readiness of selected targets
• ∘ Drafting and distributing indicative bids or letters of interest

ASSET SALE, SPIN-OFF & CARVE-OUT TRANSACTIONS

 SELL-SIDE ADVISORY

We offer our sell-side clients a flexibility to choose between different involvement levels during the divestment process.

⇒ Sell-side transaction advisory services with different levels of involvement

• ∘ Brokerage/Representation service is well suited for active investors with competence and sufficient resources to manage divestment process and negotiations in-house, while they require an investment bank purely for building contacts with potential buyers.
• ∘ Transaction Advisory is offered to clients who wish to manage the process, but may require on-request corporate finance services (e.g. financial modelling and valuation, preparing sales materials).
• ∘ Investment Banking mandate assumes Keystone is assigned to be fully responsible for managing the divestment process and offering all relevant corporate finance services.

PRELIMINARY MARKETING INITIATIVES

Prior to signing a mandate agreement and defining Keystone’s exact role, we occasionally offer our clients the below services aimed at investigating potential buyers’ interest level and understanding probability of a desired transaction.

⇒ Investigating potential buyer interest

• ∘ Building contacts with selected buyers
• ∘ Investigating buyers’ investment readiness

⇒ Trade sale pre-marketing

• ∘ Identifying potential buyer universe
• ∘ Distributing teaser / executive summary
• ∘ Collecting indicative term sheets / NBOs

MERGERS & JOINT VENTURES

We offer our clients a flexibility to choose between different involvement levels during a merger or JV establishment process.

⇒ Merger and JV transaction advisory services with different levels of involvement

• ∘ Brokerage/Representation service is well suited for active investors with competence and sufficient resources to manage the process and negotiations in-house, while they require an investment bank purely for building contacts with merger candidates or potential JV partners.
• ∘ Transaction Advisory is offered to clients who wish to manage the process in-house, but may require on-request corporate finance services (e.g. financial modelling and valuation, merger synergy analysis).
• ∘ Investment Banking mandate assumes Keystone is assigned to be fully responsible for managing the merger or JV establishment process, offering all relevant corporate finance services.

INVESTIGATION OF MERGER & JV OPPORTUNITIES

Prior to signing a mandate agreement and defining Keystone’s exact role, we occasionally offer our clients the following services aimed at investigating potential merger or JV candidates’ interest level, and understanding the feasibility of a sought partnership.

⇒ Investigating merger/JV candidates’ interest

• ∘ Building contacts with selected parties
• ∘ Investigating target firms’ merger or JV readiness

⇒ Merger / JV business case development

• ∘ Identifying relevant merger or JV partners
• ∘ Developing business case memorandum
• ∘ Negotiating non-binding term sheets

GROWTH CAPITAL FINANCING

Rapid growth generally requires a significant additional equity-type investment, in order to either enable financing major capital expenditure, inflating working capital, or to compensate for start-up loss. Considering that bank debt is available only to well-capitalized growth businesses with financially strong equity owners, the Baltic entrepreneurs are often facing a situation that requires attracting external equity capital from financial investors.

Keystone keeps close relationships with all major PE managers covering the Baltic region. We offer Baltic growth-oriented businesses a wide range of services related to equity and quasi-equity capital financing.

⇒ Growth capital financing

• ∘ M&A situations
• ∘ Geographical expansion
• ∘ Major organic greenfield investments

DEBT RESTRUCTURING

Rapid growth generally requires a significant investment, in order to either enable financing major capital expenditure, inflating working capital, or to compensate for start-up loss. Unfortunately, bank debt is available only to well-capitalized growth businesses that have financially strong owners. Thus, attracting bank debt often requires raising external equity as well.

Keystone keeps close relationships with all major banks covering the region. We offer Baltic growth-oriented businesses a wide range of services related to debt capital financing.

⇒ Debt financing arrangements

• ∘ M&A situations
• ∘ Major organic investments
• ∘ Equity recapitalization transactions
• ∘ Capital structure optimizations
• ∘ Mature, distressed or fragmented debt restructuring

Our services include process management, negotiation assistance, financial engineering, preparing information materials, reporting assistance, and other related activities.

ANCILLARY CORPORATE FINANCE SERVICES

Based on the client’s needs we offer a variety of other corporate finance services.

⇒ Research, analysis and valuations

• ∘ Baltic M&A activity report (periodical review of M&A transactions)
• ∘ Business valuations, fairness opinions
• ∘ Dispute related analysis
• ∘ Financial review
• ∘ Bid defense advisory

⇒ Preparation of corporate information materials

• ∘ Corporate Presentation
• ∘ Information Memorandum
• ∘ Strategic expansion plan report

PREPARATION FOR CAPITAL RAISING

While the majority of promising start-up ventures at some point need to raise new equity capital to support their expansion, many do not meet the basic criteria for successful capital raising. Therefore, they either fail to attract the desired amount of capital or are forced to accept unfavourable transaction terms (e.g. give up too much stake in the business). Keystone advises start-ups in defining key success factors and preparing the venture for capital raising.

⇒ 3-criteria test for Venture Capital readiness

• ∘ Simple report assessing company’s product/technology, market prospects and team build-up

⇒ Business plan review

• ∘ Detailed review of growth plans, revenue model, team build-up and all other key aspects of start-up business planning
• ∘ Investment case development
• ∘ Developing a plan for improving company’s business plan and chances for successful capital raising process