The sectors Pears focuses on, namely IT Services, BPO, Pharmaceuticals and Consumer Goods/Services are all dynamic sectors in which rapid growth is changing industry structures rapidly. To capitalize on a given sector's robust demand, external capital often becomes a catalyst to achieving market leadership. Pears' focus in this process is to assist companies in raising the necessary capital to meet their growth objectives.

Private Equity Funding

We provide end-to-end advisory solutions to companies in high-growth markets on their capitalization/re-capitalization strategies, which helps them to achieve their growth targets. Typical private equity funding engagements have the following phases in which Pears works closely with the client's team in consummating the transaction.

Phase 1: Collateral Preparation

In this phase, we start by engaging the client in a workshop where based on the company's existing business profile, growth prospects and Pears' knowledge of the private equity market, we help the client decide on the most effective capitalization strategy. We also prepare a complete packet of information which enables the transaction to be presented in front of potential investors in a structured way.

In this phase, Pears helps the client to decide the best way to position the transaction, to maximize value for its shareholders and employees./p>

Phase 2: Roadshow and Investor Shortlisting

In this phase, Pears helps the client decide on the kind of private equity funds who will be the right investors for the client, holds initial discussions with the investors, helps the client have road-shows with meeting the potential investors and advises the client to prioritize among the investors to create a shortlist

Pears uses its network of relationships with global private equity funds extensively in this phase to identify the right investors.

Phase 3: Commercial Term Sheet

In this phase, Pears helps the client analyze various offers from potential investors, drives deal negotiations with investors and ensures that the client enters into a term sheet with the private equity fund which meets the client's strategic objectives.

Pears leverages its experience in closing transactions as well as its ability to create various options for its client, to create the most effective transaction for the clients' shareholders and employees.

Phase 4: Due Diligence and Closure

In this phase, Pears helps the client in co-ordinating the overall due diligence process, and negotiates on the final definitive agreements with the potential investor. Pears drives this process to reach closure on the transaction.

Pears provides both buy-side and sell-side advisory services as part of its M&A advisory offering.

Buy-Side Engagements

We provide end-to-end advisory solutions on buy-side engagements. Typical buy-side engagements have the following phases in which Pears works closely with the client's team in consummating the transaction.

Phase 1: Target Shortlisting

In this phase, Pears helps the client freeze on the acquisition criteria and freezing their investment parameters, complete market analysis and target identification, meeting the target companies and helping the client prioritize among the targets to create a shortlist.

Pears uses its network of relationships with companies, private equity funds and other intermediaries extensively in this phase to identify the right targets.

Phase 2: Commercial Term Sheet

In this phase, Pears creates valuation and structuring models for the shortlisted companies, prepares the term sheet, drives deal negotiations with targets and ensures that the client enters into a term sheet with the target company which outlines all the commercial terms of the transaction.

Pears leverages its experience in closing transactions to create the most effective transaction for its client.

Phase 3: Due Diligence and Transaction Closure

In this phase, Pears helps the client on preliminary business due diligence on the target, co-ordinates the overall due diligence process, and negotiates on the final definitive agreements with the target company. Pears drives this process to reach closure on the transaction.

Transaction closure is a phase where Pears uses its single-minded focus on closing the right deal for its client and its structured M&A process, to ensure consummation of the transaction in the defined time-frame.

Sell-Side Engagements

We work closely with the Boards of companies and their management teams to help them achieve the right sale/strategic partnership transaction. Typical sell-side engagements have the following phases in which Pears works closely with the client's team in consummating the transaction.

Phase 1: Collateral Preparation

Based on the company's business profile and Pears' knowledge of the market, we prepare a complete packet of information which enables the transaction to be presented in front of potential acquirers/partners in a structured way.

In this phase, Pears also helps the client to decide the best way to position the transaction, to maximize value for its shareholders and employees.

Phase 2: Target Shortlisting

In this phase, Pears helps the client decide on the kind of strategic partners who will be right partner for the client, complete market analysis and partner identification, meeting the potential partners and helping the client prioritize among the strategic partners to create a shortlist.

Pears uses its network of relationships with companies, private equity funds and other intermediaries extensively in this phase to identify the right partners.

Phase 3: Commercial Term Sheet

In this phase, Pears helps the client analyze various offers from potential partners, drives deal negotiations with partners and ensures that the client enters into a term sheet with the partner company which meets the client's strategic objectives.

Pears leverages its experience in closing transactions as well as its ability to create various options for its client, to create the most effective transaction for the clients' shareholders and employees

Phase 4: Due Diligence and Closure

In this phase, Pears helps the client in co-ordinating the overall due diligence process, and negotiates on the final definitive agreements with the potential acquirer. Pears drives this process to reach closure on the transaction

Debt Syndication & Structured Finance

Pears assists corporates to leverage on debt as an instrument to raise capital through structured financial products for various requirements including projects, expansions, modernizations and in structuring and syndicating funds for acquisitions in India and overseas. Pears has a wide network of relationships with investors globally apart from strong relationships with lending banks for acquisition financing and brings to these transactions innovative structuring to assist in quick closure of deals at competitive terms.

We help our clients raise structured debt from the market, which includes cash-flow securitization and factoring under various structured financing options. Apart from debt and structured finance, Pears partners corporates in raising mezzanine debt financing and placing convertible instruments with investors.

In this business group, we also aid our clients raise rupee as well as foreign currency debt including syndication of ECBs and FCCBs

Our value proposition is to consummate such transactions with the right lenders/investors at attractive terms in a time-bound fashion.

Financial Restructuring, Turnaround Funding and Special Situations

The distressed debt market in India is presenting ARCs, banks and funds with new opportunities and challenges. Corporates with financial turnaround objectives are exploring ways to structure their capital and resolve debt overhang with innovative structures to improve valuations for stakeholders. Pears assists these corporates in working out a comprehensive restructuring and revival plan which includes working out strategies to unlock value out of assets or business and/or financial restructuring of liabilities. We leverage on the wide network of investors which Pears has access to and assist corporates to raise funds for implementing turnaround strategies and financial restructuring of liabilities.

Special situations include leveraged buyouts of companies in distress, syndicating equity or convertibles instruments in high yield situations and other opportunities. We also work with banks and investors in India and abroad who are looking at aggressively selling as well as buying NPA portfolios.

Scope of Work

Typical engagements have the following phases in which Pears works closely with the client's team in consummating the transaction.

Phase 1: Collateral Preparation

In this phase, we start by engaging the client in a workshop where based on the company's existing business profile, growth prospects and Pears' knowledge of the market, we help the client decide on the most effective funding strategy. We also prepare a complete packet of information which enables the transaction to be presented to potential lenders/investors in a structured way.

In this phase, Pears helps the client to decide the best way to position the transaction, to get the right lenders/investors interested in the transaction.

Phase 2: Roadshow and Shortlisting of Potential Lenders

In this phase, we hold initial discussions with banks/financial institutions/investors and help the client arrive at an optimal shortlist of lenders/investors.

Pears uses its network of relationships with banks, financial institutions and investors extensively in this phase to identify the right lenders/investors.

Phase 3: Commercial Terms Finalization

In this phase, Pears helps the client analyze various offers from potential lenders/investors, drives deal negotiations with banks/financial institutions/investors and ensures that the client enters into an agreement with the right bank/financial institution/investor which meets the client's long-term objectives.

Pears leverages its experience in closing transactions as well as its ability to create various options for its client, to create the most effective transaction structure for the clients' shareholders.

A transaction is one of the most complex and risky business propositions an organization can undertake. The potential for error is high in an environment where speed is critical, resources are limited, and pressure for quick results is great.

Successful transactions – like any winning effort – draw upon strengths rooted in experience and knowledge. Pears team of seasoned transaction professionals accelerates transaction value and identifies exposures and risks that need to be managed.

We provide accounting, financial, tax, and information technology due diligence assistance to investors and companies across the transaction lifecycle. Our services include:

Pre-Acquisition

‒ Transaction Structuring

‒ Due Diligence

Post-Acquisition

‒ HR post merger integration

‒ Post acquisition integration and review

Vendor Due Diligence:

‒ Prepares the seller for significant phases of the transaction cycle

‒ Focused Services throughout the divestiture process

Compensation assessment, benefits including retention and transition matters

‒ Prepares the seller for significant phases of the transaction cycle

‒ Technology Due Diligence

Modeling of tax impact under alternative structure

Transaction accounting advice

Understanding the value of your business or assets can be an asset in and of itself. A valuation or appraisal is a vital tool that can help derive the maximum value when selling or buying a business.

Determining the value of a business or its assets can be complex. The selection of an experienced advisor is critical to a successful outcome. The best advisors combine deep industry knowledge with a clear understanding of economic value drivers to skillfully balance the facts and circumstances of every situation.

At Pears, our highly credentialed professionals have unsurpassed experience in determining the appropriate value for a business, operating unit, tangible or intangible asset or product line. Valuation services typically support clients in the areas of financial reporting, transaction due diligence, damage calculations in disputes, intellectual property, bankruptcy proceedings and corporate tax planning.

Our specialists provide a full range of financial reporting and transactional valuation services, including the following:

» Mergers and acquisitions, and purchase price allocations (SFAS-141 and IFRS 3)

» Tangible and intangible asset impairment (SFAS – 144 & 142, and IFRS 36 & 38)

» Stock option expense (FAS 123R and IFRS 2)

» Bankruptcy and fresh start valuations

» Fair-value reporting requirements (SFAS-157)

» Purchase price allocation for tax purposes (Section 338