Preparatory Stage
0. Deal Strategy

What to do?
Key deal parameters have to be determined:​

• Deal perimeter: which assets and the % of the stake? What to sell - asset or stake in the company
• Potential investor profile: is it a strategic or financial investor, development institution or any other
• Deal structure: what is the planned structure of financing attracted - debt, equity, convertible debt instrument; how many stakeholders involved

Who will do?
The Seller have to outline these deal parameters at the initial stage
1. Pitch deck
Project pitching documents (pitch deck) have to be prepared, such as teasers, investment proposals, marketing materials
Our team can assist with the preparation of pitch deck.
However, the Seller have to prepare Project information (management presentations, financial statements/operational KPIs (for brownfield project), or business plan/financial model (for greenfield/expansion project)
2. Investor sounding

• Identifying potential investors and contact with them
• Sharing the Project pitch deck with the selected investors' pool
• Confidentiality agreement (NDA) sign-off
• Preparation of dataroom
• Collection of investors’ opinions and recommendations

Our team can pitch the project to potential investors by reaching out through:

• Prequin
• Embassies
• Own network
• Government agents

Our team may also assist with the preparation of dataroom and project management at the Seller's side

Negotiation Stage
What to do?
3. Submission of non-binding offer

• The Seller conducts several management meetings with the potential Buyers
• Investment obligations are become known to the potential Buyers
• Limited financial and operational information on the Project is shared
• Non-binding offer is submitted by the potential Buyers with the valuation range

4. Due diligence / Valuation
Who will do?
The Seller and the potential Buyers meet each other and exchange information
Our team may assist the Seller and perform high-level asset valuation to identify Enterprise Value (EV) of the Project. For these purposes, the Project needs to provide business plans and historical financial information. This is needed for the Seller to understand valuation range for the Project and whether the bids submitted by potential Buyers are acceptable
The Seller selects investors and share access to the dataroom
The potential Buyers performs DD and valuation for the identification of the precise EV


5. Binding offer

• Shortlisting of potential investors
• Access to dataroom to shortlisted investors
• Due diligence (DD) – financial, tax, legal, technical; business/asset valuation
• Shortlisted buyers provide their binding offers based on the results of DD and valuation
• Final negotiations

The Seller and potential Buyers perform final price negotiations
6. Term sheet

• Selection of the Buyer
• Preparation and sign-off of the term sheet, which is a mostly non-binding document signed by the Seller and the prospective Buyer that describes the major terms of the proposed acquisition. While most term sheets are non-binding, they often contain binding provisions regarding exclusivity and confidentiality

The Buyer and the Seller sign the term sheet

Finalisation Stage
What to do?
7. SPA and Structuring
8. Financing strategy
Who will do?
Our team can assist with the structuring of a deal at AIFC
The Seller shall consider if any additional financing have to be attracted


Discussion of any options for attraction of an additional (debt) financing

• Sales-purchase agreement (SPA) drafting (incl. recommendations provided during DD) and sign-off
• Finalisation of missing agreements and documents for deal closure
• Deal structuring (legal, tax)

9. Deal closure
Fulfillment of the conditions precedent stipulated in SPA
The Seller fulfills conditions precedent in SPA, such as conclusion of crucial agreements, reaching certain operational KPIs, or any other

Upon the full execution of conditions precedent (if any), the Deal is considered to be completed