Corporate Finance Advisory
SMC’s team of professionals boasts wide experience in researching, structuring and finalising strategies for acquisitions, divestments, mergers, privatisations, joint ventures and structured finance transactions.
SMC’s philosophy is to focus on building long-term, trusting relationships with our customers that look further than the individual transaction. In terms of Investment Banking our approach is characterised by:
- Operational independence
- Advisory activities with an exclusive focus
- No conflict of interest whatsoever when proposing and conducting mandates
SMC offers six areas of specialised expertise:
Bank debt and derivatives
SMC creates bespoke financing solutions (corporate lending, syndicated loans, club deals) for corporate customers, taking into account their specific structural characteristics, financial requirements and investment plans.
More specifically, SMC takes responsibility for:
- Activating and coordinating financing pools
- Financial planning – preparing Business Plans and Term Sheets
- Managing closing documentation
When performing debt restructuring activities, SMC identifies critical areas and develops action plans to ensure an optimal financial structure. Each project is designed to provide the customer with a lower cost or a more sustainable solution, thanks to a series of sophisticated structured finance proposals. This involves drafting both business plans to secure financing, as well as debt consolidation and debt repayment extension plans.
SMC’s role includes:
- Analysing and selecting appropriate financial tools
- Identifying and negotiating with lending institutions
- Providing assistance for the loan arrangement process
- Coordinating the financing pool interested in the deal
- Retrieving and drafting all the necessary documentation for obtaining financing
- Managing relationships with lending institutions
- Closing the transaction
Debt Corporate Finance (structured finance transactions)
Structured finance is a way of accessing financial resources based on access to the international debt markets. The tools involved have risk/return, legal and repayment profiles which meet the needs of both the issuer and the investors.
The main tools are:
- Project finance: financing where repayments are wholly (non recourse) or partially (limited recourse) guaranteed by the cash flows generated by the project
- Acquisition finance: specific financing products designed to support extraordinary financing transactions (mezzanine, quasi equity, convertibles)
- Leveraged finance: structured financing products incorporating a high degree of debt
- Securitisations: bond securities where repayment is guaranteed wholly by the cash flows deriving from a clearly defined asset, which is legally distinct from the other assets of the business
Thanks to the experience of its specialised and reliable team of professionals, SMC assists its customers with:
- Initial financial advice (Origination phase) that helps the customer choose the most suitable financial tool
- Advice regarding the definition of the technical aspects of the securities (Arrangement) and organisation of the issue (Execution), including potential partnerships with leading international financial institutions, holding privileged relationships with SMC’s team.
- Pre-marketing activities and subsequent placement of the securities with institutional investors, including potential listings on regulated markets (and handling relationships with the competent authorities)
Credit Management (integrated receivables management)
We cover the whole of Italy via a joint venture with a specialist company, using internal staff and external, local advisors. In addition, our wide network of foreign consultants ensures that our services cover the majority of foreign countries.
Out-of-court debt recovery continues to be Swiss Merchant Corporation’s core business. Negotiated settlements are sought whenever possible, and our goal is always to achieve the optimum outcome. Thanks to our network of carefully selected law firms we cover the entire country and every appeal court district, so our presence is guaranteed whatever the debtor’s location.
Judicial debt recovery is an additional service for customers who are particularly result-focused and require seamless operations, transparency, and upfront cost certainty and transparency. Our fully equipped structure also means we can offer our customers entire recovery cycle management, including all legal proceedings.
Our proprietary software handles the entire process and offers our customers bespoke solutions, including remote internet access to real-time updates.
SMC’s role includes:
- Buying any problem and/or doubtful, commercial, financial and banking receivables. Normally we buy on a non-recourse basis subject to a due diligence process that assesses the estimated realisable value of the assigned receivable and/or portfolio of receivables.
- Purchasing individual receivables relating to bankruptcy proceedings. When a company assigns its receivables, its choice of counterparty should not only take into account the financial aspects, but also its ethics and reputation.
- Providing an advisory service. The main focus of our due diligence activities is the assessment of banking or financial non-performing loan (NPL) portfolios. The skills required to assess receivables efficiently depend on a number of technical, judicial and practical aspects that require extensive prior experience in credit management and recovery.
Equity Capital Markets (Risk Capital Transactions)
Achieving a stock market listing offers numerous advantages for companies and shareholders, but also requires a series of tasks to be performed on behalf of the company, such as:
drafting the necessary listing documentation (Prospectus, Offering Circular, Business Plan, Marketing Strategies) and handling relations with the institutional counterparties involved (Global Coordinator, Listing Syndicate, Auditors, Supervisory Authorities).
SMC’s role includes:
- Helping to identify and choose appropriate capital market tools
- Assisting in the various steps required to prepare the listing
- Optimising the costs and benefits of the transaction by implementing a competitive procedure
- Selecting Italian or foreign counterparties
- Providing assistance when defining pricing and allocation strategies
- Helping the customer and Global Coordinator to identify and supervise investors
Real Estate, Hospitality and Tourism
The Hospitality and Real Estate sectors have grown significantly over recent years. Consequently, large international corporations and investors now have an appetite for M&A transactions and asset deals.
In a global and highly competitive context, these sectors require in-depth knowledge of valuation techniques, corporate strategies and investment parameters.
SMC has deep-seated experience in this sector and offers its customers a wide variety of advisory services, covering:
- Acquisitions or divestments
- Mergers and acquisitions
- Joint ventures
- Corporate restructuring
- Operator and brand selection
- Project and asset valuation
- Asset management
SMC’s role includes:
- Helping determine appropriate project strategies
- Support in target selection
- On-site assesment of the selected assets
- Evaluation of the transactions
- Drafting of business plans & information memorandums
- Choice of potential third party investors / partners
- Assistance in preparing the necessary documentation (NDA, expression of interest, LOI)
- Coordination of due diligence activities
- Organisation of beauty contests assessment of proposals and offers
- Support throughout the negotiation process
- Support in drafting contractual documents such as lease and rental agreements, management and franchising contracts etc
SMC develops start-up projects in a capacity of both Principal and Advisor, without any conflict of interest between the two.
The team is currently working on a project in the sports finance sector that involves developing financial tools in line with professional football’s new “financial fair-play” regulations.