Advisory across the life of a transaction

Our financial due diligence practice is forensic by design. We work through the historical statements line by line, we trace the cash flow trajectory and we interrogate the performance indicators that management would frequently prefer we left alone. What comes out of that process is an authoritative view on whether the business is viable and whether it is stable.

We move well beyond the surface numbers. Risk is isolated. Anomalies in the reported data are surfaced rather than smoothed over and the internal control environment is tested to establish whether it would hold under any real pressure.

Our valuation work rests on industry accepted methodology and is stress tested against market comparables and sector benchmarks. We present the findings transparently, in a form that will stand up when institutional capital begins asking the difficult questions.

Commercial due diligence answers the harder question. Not what a business says it can achieve, but what the market will actually permit it to achieve. We examine how that market is structured, where the target sits within it and how much of the demand is truly addressable once the optimism has been stripped out.

The market dynamics are mapped carefully. Competitive advantages are tested for whether they are sustainable or merely current and every commercial assumption is checked against observable data.

The output is strategic intelligence. Our clients commit capital knowing what the commercial landscape looks like and, more importantly, what risk sits buried inside it.

Operational due diligence examines the mechanics. We look at how efficiently the value chain runs and whether the supply chain would survive a genuine shock. Technology infrastructure is assessed on its merits rather than on its roadmap and the regulatory compliance position is reviewed properly.

The purpose here is twofold. We surface the latent risk and we find operational value that nobody has yet realised. Either way the investment decision comes to rest on how the business truly operates rather than on how it presents on paper.

Saloterra Financial provides end to end transaction advisory services on both the buy side and sell side of corporate and M&A transactions.

On the buy side we work with acquirers and investors from the moment a target is identified. Valuation, structuring, negotiation strategy and execution management all sit with us. Every acquisition is pursued with discipline and with a financial rigour that does not soften as the deal draws closer.

On the sell side we act for owners and shareholders looking to realise value, whether through a partial disposal, a full exit, a capital partnership or a strategic combination. We prepare the business for market properly. Genuine competition is built into the sale process. Information flow and data room access are controlled tightly and the terms we negotiate protect what the shareholders have spent years building.

Size does not change how we work. A smaller mandate receives precisely the same institutional process discipline as a large one, because the principals behind it deserve nothing less.

A great deal of what determines the value of a business never passes through a formal deal process. Shareholders fall out. A partnership needs restructuring. Ownership has to move to the next generation. A joint venture is contemplated with a party whose interests are only partly aligned with your own. None of these is a merger. None involves raising money. Each carries the same financial consequence as a transaction that does.

We advise on those.

The work covers shareholder arrangements and the restructuring of ownership. It covers joint ventures, commercial partnerships and corporate reorganisations. It covers the acquisition or disposal of individual assets where no sale of the whole business is intended, ownership transactions structured for broad-based black economic empowerment. It covers succession, whether a business is passing between generations or between partners who have decided to go separate ways.

We also provide independent valuations where no transaction is contemplated at all. A shareholder dispute. An estate. A divorce. A tax position. A board that simply needs a number it can defend. In that work the whole value lies in the independence, so we apply the same evidential standard we would bring to a live deal and we are prepared to defend the conclusion under challenge.

The common thread is that money and control are moving between parties whose interests do not fully coincide. That is a transaction, whatever it happens to be called. It deserves the same rigour as one.

Our capital raising practice was built for businesses that need external funding to do something specific. Entrepreneurs raising for the first time. Growth stage companies with momentum behind them. Established enterprises with a defined strategic objective sitting in front of them.

We structure raises across the full spectrum of instruments. Equity and quasi equity, certainly. Also mezzanine debt, convertible structures, revenue participation arrangements and traditional senior debt.

Our role extends well beyond circulating an information memorandum. We build the investment narrative from the ground up and we prepare documentation to an institutional standard. Then we identify the funders actually worth approaching, qualify them properly, manage the engagement process and negotiate through to financial close.

Our relationships run across development finance institutions, private equity funds, family offices, high net worth individuals and the traditional banks. We use them selectively. An opportunity goes to the capital most likely to transact and to do so on terms that favour our client rather than merely closing the gap.

A capital raise succeeds or fails on the strength of its investment thesis. Saloterra Financial treats the construction of the investment thesis as the central deliverable of any fundraising mandate.

We do not repurpose pitch decks or summarise business plans. Every thesis is built from first principles. The market data has to be verifiable, the projections have to be defensible and the risk factors are stated plainly rather than buried somewhere in an appendix. Around all of that sits a strategic narrative written for the way professional investors make decisions.

The process begins with immersion. We need to understand the economics of the business, where it sits competitively, whether management can execute and what the growth pathway realistically looks like. From there we construct the thesis document and the presentation that carries it. Why this opportunity exists. Why now. Why this particular team can execute and why the risk adjusted return justifies the allocation.

We then present the thesis ourselves, standing alongside management. And we defend it. Investors move faster when the framing is institutional and the answers come back fluently. That is what shortens the distance to commitment.

Strategy work fails most often for a dull reason. The strategy was never tested against what the market would actually allow. We begin where the evidence is, with the economics of the business as it currently operates and the structure of the market it competes in.

From there we work with leadership to define where the business is positioned to win, what it should stop doing and what has to be true for the plan to hold. The output is a strategy with its assumptions written down and its risks named, so that when conditions shift you can see immediately which part of the thinking has been overtaken.

We are not interested in producing a document that impresses a board and then sits in a drawer. The test of this work is whether it changes what the business does on a Monday morning.

Many businesses grow revenue for years without ever examining the machine underneath it. Margins drift. Pricing gets set by habit rather than analysis. Customer segments that destroy value are cross subsidised by ones that create it. Nobody has separated the two.

We take the model apart. Where the revenue genuinely comes from, what it costs to serve each part of it, which customers are worth having and which are quietly expensive. Pricing architecture, channel economics and the cost to acquire and retain a customer all get examined properly.

What comes back is usually uncomfortable and almost always actionable. Most businesses we look at are carrying at least one activity that would be better stopped.

A strategy that the organisation is not built to execute is an expensive piece of writing. We look at whether the structure, the decision rights and the accountabilities inside a business actually support what it is trying to do.

The work covers how the organisation is arranged, where decisions are taken and by whom, how work moves between functions and where the operating model creates friction that nobody has thought to question because it has always been that way.

We pay particular attention to the joins. Most operational failure happens in the handover between two functions that each believe they did their part correctly.

A business in distress has less time than it thinks and usually a clearer picture than it wants. The first task is always cash. We establish the genuine liquidity position, identify what can be preserved immediately and buy the business the room it needs to make considered decisions rather than desperate ones.

With that room secured, the work turns to cause. Distress is a symptom. The underlying failure is generally in the business model, the cost structure, the working capital cycle or the concentration of a single customer or supplier who has more power than anyone admitted.

We work alongside management and, where appropriate, with lenders and creditors whose cooperation determines what is possible. Our experience on the capital side matters here, because a turnaround that requires funding is ultimately a credibility exercise with the people being asked to provide it.

We will also tell a client when a business cannot be saved. That conversation is worth more than an optimistic plan that consumes another year and the shareholders' remaining capital.

Decisions get made every day on beliefs about the market that nobody has tested in years. We gather the evidence instead. Market sizing and segmentation, competitive structure, pricing benchmarks, customer behaviour and the regulatory or structural forces shaping where the market is heading.

The method is matched to the question. Sometimes that is desk research and data analysis. Sometimes it means speaking directly to customers, competitors, suppliers and people who have left the industry and have less reason to be diplomatic.

We present findings with the confidence levels attached. Where the evidence is thin we say so, because a decision made on research that overstated its own certainty is worse than one made on acknowledged judgement.

Good governance is not a committee structure. It is whether the people accountable for a business can see what is happening inside it early enough to act.

We help boards and management build governance frameworks appropriate to the size and stage of the business, rather than importing a listed company apparatus into an enterprise that cannot carry it. That includes board composition and effectiveness, delegation of authority, reporting that tells the truth quickly and the separation of duties that keeps honest people honest.

On risk we work to identify what could genuinely damage the business, assess it soberly and put mitigation in place that is proportionate. Compliance work covers the regulatory obligations specific to the sector, together with the internal controls that make compliance a routine outcome instead of an annual scramble.

This is the discipline our transaction work depends on. A business with sound governance is easier to value, easier to fund and considerably easier to sell.