Whatever your need, the best professionals will be at your service and will give you advice to have all the tools and be able to focus on what is important, to make the best decisions for your company.
Valuation, M&A and Modeling Services
Solutions to your needs
It is impossible to detail all the ways we can assist you. Our team is made up of multidisciplinary financial professionals, do not hesitate to contact us to check how can we help you.
Proven professional career
Windrose human team has held relevant positions in the main companies in the industry and specialized teams, thus being able to offer services of the highest quality, comparable to the best specialized valuation firms.
Contexts
Windrose has personnel specialized in valuation in different contexts, with a broad background in both valuation in a transactional context and valuation for financial reporting purposes, always reaching the highest level of quality and the full satisfaction of our clients.
Asesoría transaccional de primer nivel.
Estamos especializados en asesoría de transacciones, acompañando a nuestros clientes a lo largo de todo el proceso, incluyendo la coordinación de asesores, tanto del lado del comprador como del vendedor.
Le podemos asesorar en cuanto a la conveniencia de llevar a cabo una operación, a estructurar todo el proceso de transacción, y en cada una de las fases. Tanto del lado del comprador como del lado del vendedor.
Compromiso.
Nuestro clientes son lo más importante para nosotros. Por eso, Windrose está dispuesto a asumir parte del riesgo transaccional y supeditar el cobro de honorarios al éxito de la transacción, siempre respondiendo a las preferencias del cliente.
Elaboración y revisión de
Modelos Económico-Financieros.
Un modelo financiero es una herramienta diseñada para entender mejor problemas de negocios complejos y mejorar la toma de decisiones. Un modelo financiero confiable debe ser preciso, robusto, flexible y fácil de usar.
Nuestro equipo de especializado ofrece una amplia gama de servicios de modelización financiera.
Diseñamos y construimos Modelos Económico-Financieros diseñados a medida del cliente y el proyecto, que proporcionan información valiosa y son fundamentales para la toma de decisiones.
También efectuamos la revisión independiente y análisis de modelos existentes mediante la evaluación de su construcción general, coherencia lógica y precisión aritmética, con el objetivo de proporcionar confianza en su fiabilidad (Independent Business Review, IBR).
Proyectos en los que trabajamos
Las tareas más frecuentes en las que podemos asistirle son las siguientes:
- Desarrollo de Modelos Económico Financieros para:
Fusiones y Adquisiciones (M&A)LicitacionesFinanciación
Control de gestión y/o planificación financiera
- Revisión de modelos.
Asesoramiento completo.
Si así lo desea, podemos acompañarle más allá del modelo, incluyendo la elaboración de presentaciones corporativas, la valoración de la compañía o el negocio, o acompañándole en el proceso de obtención de financiación.
Businesses Valuation
Our team will assist you in creating and measuring of value in all its aspects. Our experts can assist you by estimating the value of businesses or activities, adjusting these values (for financial and/or non-operating assets and liabilities) if necessary to estimate the value of companies and/or participations (additional adjustment for minority participation or illiquidity, among others). We can assist you with the valuation of:
Business,
Companies/Societies
Participations / share packages
Business’ units
Others
In general, our team is trained to assist you with any assessment need you may have. This list is merely illustrative and it is impossible to reflect all cases, so do not hesitate to contact us to discuss your particular case.
Depending on the object of valuation, the information available and the particular characteristics of the assignment, we will assess and choose the most appropriate valuation methods for each case. In general, whenever it is appropriate and the available information allows it, the main valuation method chosen will be the Discounted Cash Flows (DCF) , and a comparison of the conclusions reached will be made using the method of Market multiples (based on public information obtained from transactions of comparable listed companies). However, our team of financial experts have a deep understanding of valuation methodologies in different circumstances.
The comparison between the values estimated by the DFC methodology (the method that best reflects the value of the company taking into account the expected evolution and the characteristics of the business) and by the multiples method (the most transparent and simple, and which implies a much lesser degree of subjectivity) makes sense both for the contrast of the technique used, as well as to assess the performance achieved by the company in comparison with data from the sector or from its main competitors.
Intangible assets
In recent years, intangible assets have become one of the main drivers in value creation. They have gained prominence in the increase in the stock market value of various firms and, in this way, their valuation has become an essential tool for asset management, such as:
Trademarks/brands
Client Portfolios and Business Relationships
Contracts
Licenses
Concessions
Patents
Intellectual Property
Software
Other intangible assets.
The main motivations for valuing intangible assets are as follows:
Fusions and acquisitions. The valuation of intangible assets allows guiding a strategic course regarding future investments that may result in valuable synergies and a greater return in future flows.
Mergers & Acquisitions. An accurate valuation of intangible assets allows a buyer (seller) to define an upper (lower) limit of consideration transferred (received). In other words, it provides support to simplify and facilitate complex price negotiations.
Accounting purposes. Accounting regulations are increasingly demanding regarding the valuation of intangible assets. In particular, IAS 36 requires an impairment test for these assets when there is an indication of impairment of an asset (and periodic impairment tests for assets with an indefinite useful life).
Value creation. An understanding of intangible assets allows us to identify value drivers and improve efficiency in the management of these assets.
The valuation of an intangible asset requires both technical knowledge and experience. Among the most recurrent problems are managerial errors at a strategic level given the inability to quantify their impact, erroneous investments and acquisitions in terms of price considerations, difficulties from accounting perspectives; among others.
Purchase Price Allocation (PPA)
When a corporate transaction takes place (takeover of companies, or businesses that are part of them), the acquirer obtains control over a set of assets and liabilities, in exchange for a consideration that, generally, does not correspond to the book value (net) of the net assets acquired.
According to International Financial Reporting Standards (IFRS or IFRS for its acronym in English, International Financial Reporting Standards) and specifically with IFRS 3 (Business Combinations), such acquisitions must be accounted for by assigning the price paid to the assets acquired, to their respective fair values. This process is known as Purchase Price Allocation or PPA .
The accounting balance (at the consolidated level) is completed with the accounting as goodwill . of the difference between the consideration paid and the value of the assets acquired, net of the liabilities assumed, always taking into account the possible existence of other interests non-dominant in the acquired business.
Certain intangible assets may not have been recognized in the books prior to the transaction, so a thorough identification process is essential. The criteria for identifying and recognizing intangible assets is determined by the International Accounting Standards (IAS, or IAS for its acronym in English, International Accounting Standards) and specifically by IAS 38 (Intangible Assets). Intangibles). Non-identifiable intangible assets will be considered included in goodwill.
The most commonly identified intangible assets are grouped according to their nature into categories:
Marketing related: Brands .
Customer related: Customer portfolio (non-contractual relationships).
Contract related: Contracts with clients, rights, licences/permits, (dis)advantageous contracts.
Art related: artistic works, copyright.
Technology related: patents, designs, software, databases, know-how.
How WindRose can assist you in Purchase Price Allocation
At WindRose we will assist you in preparing the Purchase Price Allocation within the framework of a business combination, based on a meticulous analysis of the operation, relating the fair value of the business acquired and the price paid, identifying and valuing intangible assets using the appropriate techniques for each type of asset, and assigning them a useful life based on their characteristics and regulatory requirements. We will accompany you in the presentation of the conclusions to your auditors. We are so convinced of the quality of our work that we are willing to make the collection of our fees subject to the approval of the auditors.
Additionally, goodwill and other intangible assets with an indefinite useful life may require periodic impairment testing , normally annually. We will also assist you in this process.
The team de WindRose has extensive experience in business combinations, having led the work for some of the largest national and global operations.
Impairment test
Spanish and international accounting regulations, and specifically the International Accounting Standard (IAS or IAS for its acronym in English, International Accounting Standards) IAS 36, establishes the procedures by which an entity must ensure that the value at which certain assets are recorded is not greater than their recoverable amount through its use or sale (impairment test ). If this were the case, the asset would be presented as impaired, and the entity will recognize an impairment loss on that asset.
According to this, entities must make a formal estimate of the recoverable amount:
As long as it exists any indication of impairment of the value of an asset and,
at least annually, check annually the impairment of the value of:
Intangible assets with indefinite useful lives and
of capital gains acquired in business combinations .
How WindRose can assist you with impairment testing
At WindRose we will assist you in estimating the recoverable amount and in the entire process of impairment testing of participations, assets, CGUs, goodwill. We will accompany you in the presentation of the conclusions to your auditors. We are so convinced of the quality of our work that we are willing to make the collection of our fees subject to the approval of our conclusions by the auditors.
The team de WindRose has extensive experience in valuations, having participated in the estimation or review of impairment tests, including the analysis of assets and relevant holdings of large companies nationwide.
Fairness opinion
For some procedures, it is customary to require an opinion on the reasonableness of certain operations or the agreed price. An opinion from a third party, endowed with independence but with sufficient technical solvency, apart from being mandatory under some assumptions, can provide transparency to a negotiation process against those affected who do not participate in the decision-making, as well as reinforce the security of decision-makers with a favorable opinion from an independent expert who has not been involved in the process.
To this end, Fairness Opinion reports are issued, whose main characteristic is that they do not seek to conclude in an opinion of value but endorse, by an independent third party, the reasonableness of an agreement and/or the procedures and hypotheses considered in the definition of the operation.
This practice arises because the boards of directors of companies whose ownership is divided are sometimes forced to make decisions that very directly affect parties that do not participate in the decision, so it holds to intense external scrutiny.
Generally, the decision-making process on complex corporate transactions, is further complicated by other factors, such as the lack of independence of the reference advisors (in conflict due to their relationship with the companies involved or the collection of fees subject to the success of the operation) or for interests in transactions between related parties , which may have incentives not to be carried out at market values. To this must be added possible additional difficulties such as limitations of time or access to information, among others
How WindRose’s Fairness Opinion Practice Can Help You
Thanks to the deep valuation experience of the WindRose team, we are able to offer you high-quality financial advice and a Fairness Opinion practice. robust against more rigorous counter-analysis, in the context of mergers and acquisitions, minority interests, debt securities and operations without reference public markets.
Representative situations include:
- Mergers and acquisitions (both on the sell-side and buy-side)
- Spin-off, split-ups, divestments and other types of corporate operations.
- Delistings
- Transactions with related parties
- Minority investments and financing operations
- Any transaction that requires approval at the Shareholders’ Meeting
Portfolio Valuation
“Private Capital managers may be required to carry out periodic valuations of Investments as part of the reporting process to investors in the Funds they manage”
International Private Equity and Venture Capital Valuation Guidelines (IPEV)
Portfolio Valuation Services
Portfolio valuations have always been a complex aspect of investment management, especially in the case of particular investments that may be difficult to assess due to the limited existence of comparable market data, and by the added complexities of alternative investment valuation requirements.
Portfolio valuation is a challenge that requires a deep understanding of the markets, the asset itself, the company and its competitors, as well as the available financial and non-financial information.
At the same time, increased scrutiny from regulators, auditors, and investors has delivered a higher demand for a more transparent, consistent, and well-documented valuation. The current valuation landscape is further complicated by market volatility, “unicorn” valuations, and recent guidance regarding the audit and valuation of private equity and venture capital investments issued by the AICPA (American Institute of Certified Public Accountants).
Specialists in Portfolio Valuation for investment management companies
Independent third-party portfolio valuation services, such as that offered by WindRose, can increase the credibility of valuations through greater transparency and consistency, reduce perceived conflicts of interest, and mitigate risk across the organization for greater confidence of the interested parties.
Deloitte’s valuation specialists can play a critical role, particularly when investment managers require a more rigorous and objective valuation of investments, including alternative businesses, start-ups, or illiquid investments.
Derivative Valuation and complex financial assets&liab.
The importance of valuing derivative instruments and complex financial assets and liabilities has been gaining in importance over time, due to the progressive increase in both of the number of these instruments as well as their sophistication and, therefore, the potential impact (positive or negative) that they may have.
- Futures and Options
- Warrants
- Stock Options
- Convertible debt / debentures / shares
- Incentive plans (Management Incentive Program)
- SWAPs / hedging instruments
- Complex derivative instruments
In general, it can be said that the range of derivative products is sophisticated, since there is no regulation regarding this type of contract and two parties can sign a document with whatever conditions they deem appropriate. The high level of sophistication sometimes achieved (dependencies on company results/quotation, payment in shares, convertibility during time frames) complicates the estimation of their value.
Complex instruments may not have a floor/ceiling and, depending on the development of events, involve amounts of money to be received or disbursed, which may be relevant enough for companies to be recommendable to estimate of their value.
There are several methods that can help estimate the value of these assets. They are generally based on the estimation of the impact of the execution of the clauses (more favorable in each situation for the holder) in a number of scenarios with a certain probability. Some of the most common are binomial trees (lattice), the Black-Scholes formula, or the Monte Carlo method. In the case of payments with shares or linked to market conditions, IFRS 2 applies, which specifies the items that must or must not be recognized, and specifies some other parameters to be taken into account.
WindRose’s expert team can help you estimate the value of these and other complex financial instruments, don’t hesitate to contact us.
