Investment Banking Services

Corporate/ Business Acquisition Advisory

One of the services that we offer is Corporate/ Business Acquisition Advisory. The general outline of our service is shown in the flow chart below. (cases where the target to be acquired is undetermined)

Corporate/ Business Acquisition Advisory

Our support covers everything from the initial meeting where the validity of an M&A transaction is determined, to the final negotiations with the target company’s shareholder and key man.

We also offer ideas or advice to clients who don’t have a specific target in mind; clients who are simply looking for an “M&A transaction that will increase their marginal profit”, or, “purchases that will increase the company’s overall book value”.

In certain cases where the potential buyer candidate is the target company’s CEO (MBO cases) there might be a conflict of interest or insider info issues, hence, special attention needs to be given for a fair assessment.

In cases where a joint investment is required, we offer our skills in creating a financial model targeted at sponsors, or analysis on the return calculated shown by the LBO model to improve the quality of the negotiation. Our services also covers circumstances where a debt sponsor is required. For foreign transactions, there is a high possibility of cooperating with domestic investment banks.

Selling of Corporations/ Businesses Advisory

We offer advice to owners who are planning to sell their Corporation/ Businesses. Our advice varies depending on the industry and the company structure. However, we are skilled in creating value, especially value for companies in the TMT sector (which is our main area of focus). The general outline of the process is shown in the flow chart below (selling a company under a closed bidding process)

Selling of Corporations/ Businesses Advisory

In regards to selling a corporation or business line, our service covers everything from creating the proposal to closing the transaction.

The method of negotiation often varies from case to case. Sometimes it’s more beneficial for the seller to conduct a negotiated transaction. Sometimes, it is more beneficial to conduct an open bid. The method to be adapted will be based on the situation.

In some cases even if you are only selling a business line, a full sell side DD must be conducted in order to fully grasp the nature of the business (However, Bloom Capital’s service does not cover financial and legal DD). What our service covers is creating a projection of the normal earnings, adjustment of EBITDA, checking of the financial situation of the business line in question, creating a proposal that is beneficial to the seller by taking tax, etc. into consideration (taking the results from sell side DD). We provide support by creating a scheme, and documents required for negotiating the conditions of the contract. By achieving a complete understanding of the business line, we reconfirm the KPI, logic, create a financial model and then we make some adjustments in order to determine the value of the company.

In a negotiated transaction system, the creation of a process letter is important because it enables the seller to maintain control throughout the whole negotiation process. Creating the Information Memorandum is also a time consuming yet important process because it informs the buyer of the conditions and potential of the company.

At Bloom Capital, the negotiation process differs from case to case. That being said, there isn’t a predetermined set of procedures. Depending on the overall status of the transaction, we provide ideas and advice to make the transaction more favorable for the seller.

In the TMT sector, we often directly contact a key person in the management level of potential buyers. That being said, it is simple to kick off the initial processes of the deal. Also, we are familiar with the sort of companies that firms in the TMT sector are looking for.

Corporate Turnaround Advisory

Bloom Capital also provides advice on corporate turnaround. Companies who typically require this service are companies with a large amount of debt and have difficulty repaying the debt and experience difficulty in maintaining the finance necessary for their business. However, this service is only extended to corporations that do not require legal adjustments; cases where value is created in the nature of the business, or the business produces a certain amount of cash flow.

The general outline of the process is shown in the chart below.

Corporate Turnaround Advisory

With Corporate Turnaround, there is a possibility that certain tasks such as negotiation with banks, restoration of business, refinancing, financial support (in the case where there is an excess of debt), managing of other liabilities, adjustment between banks, strengthening of capital, creating synergy, securing financing, selling business lines, selling subsidiary companies, etc., must be conducted simultaneously. Depending on the case, cooperation with other specialized institutes may be necessary.

Receiving the stakeholder’s consent is perhaps more difficult than one would normally imagine, and in order to achieve this, specialized skills are required. We negotiate with equity sponsors using the financial model/ repayment plan as the basis, and we repeatedly conduct meetings with financial institutes in order to receive the approval of the people involved. In some cases, legal adjustments should be considered.

Financing Advisory

We offer support for both public and private companies that require finance, equity finance. (debt financing from banks excluded)

During the whole process with venture financing, we assume the role of the company’s advisor. We introduce VC, companies, etc., and provide advice on capitalization policies (stock option, types of stocks that could be used for negotiations), and we offer advice on how to create financing proposals.

Investment Services

At Bloom Capital, we invest independently or with a fellow sponsor. In terms of investment structure, we do buy-out investments, minority gross investment, venture investment, factoring, etc. The size of the investment is based on the equity, varying from 1 mil~ 100mil Japanese Yen. However, if this is combined with debt financing, then there is a possibility that the amount to be invested might exceed the quantity stated above.

Depending on the case, Bloom Capital may invest independently, co-invest with companies that are actively involved with investments, or we may create a fund and use it for debt financing. There is also a possibility that we may cooperate with other financial institutes located in Asia and Eurasia. In this case, we will provide support for the development of the company’s product or brand in those areas.