Reorganization and restructuring of enterprises and capital groups

Depending on the stage of the life cycle, economic climate or other changes in the environment, companies face barriers and challenges which limit their optimal development. In some cases, the situation deteriorates year by year and the profitability and financial liquidity decline.

Negative symptoms in the company's operations require comprehensive and rapid changes in its business activity, business model, cash flows, and asset and liability structures. Efficiency calls for immediate action, with a simultaneous assurance of organisation stability.

The close cooperation between CMT and the owners and managers of companies allows us to develop adequate and effective solutions that will improve the results of the company's operations and standing, both in the short term and over the following several years.

In a positive sense, the restructuring process is about building the value of an enterprise by improving its efficiency.

The actions taken concern operational, financial and strategic issues.

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Range of services

As part of our comprehensive support of management and owners in the restructuring process, we offer such services as:

  • business and financial analysis,
  • identification of key value drivers and problems with their use,
  • recognition of non-operating assets and resources of the enterprise, the capital group and its owners,
  • evaluation of key financial contracts,
  • financial planning and modelling, preparation of the basic restructuring model,
  • identifying a financial gap, determining the moment and premises of a potential liquidity loss,
  • identification of opportunities and options for business and financial restructuring,
  • support the Board in dealing with key stakeholders (banks, owners, etc.),
  • implementation and updating of the restructuring program,
  • monitoring and supervision of program implementation (both internally and for communication with creditors),
  • carrying out all restructuring activities in terms of finances (valuation, expert opinions, assets transfer, contribution of organised enterprise parts and whole enterprises, divisions, mergers, transformations, debt conversions, capital increase, etc.),
  • obtaining financing (financial institutions, investors),
  • asset refinancing,
  • sale of assets, companies, organised enterprise parts - transaction advisory services.

Mergers

Our advisory offers a comprehensive range of services of the process of merging businesses.

Mergers can be made in one of the two ways:

By transferring all the assets of one company to the assets of the acquiring company - merger by acquisition. As a result of this operation, one company ceases to exist.
By establishing a new company and bringing the assets of both companies to a newly established entity - merger by establishing a new company. As a result of the operation, two companies cease to exist and a single new entity is set up.

As part of the merger service, CMT Advisory specialists work with reputable law offices to provide a comprehensive range of handling services.

Division

Division is the opposite to merger.

The division of a corporation can be made as follows:

By transferring the divided part of the company to another entity or entities in exchange for shares or stock of the acquiring company, taken over by the owners of the divided company - division by acquisition.
By establishing new companies to which the assets of the divided company are transferred in exchange for the new companies' shares or stock - division by the formation of new companies.
By transferring assets to an existing company and a newly formed company or companies - division by acquisition and establishment of a new company.
By transferring part of the assets of the divided company to an existing company or a newly formed company - division by spin-off.

Together with you, we are able to analyse the current situation of the company and recommend an optimal scenario for the division of the entity.

As part of the merger service, CMT Advisory specialists work with reputable law offices to provide a comprehensive range of handling services.

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Contributions in kind

A separation of the entirety or part of an enterprise and their use as a contribution in kind to other entities is an element of the reorganisation process. Contributions in kind are moreover commonly used for offering assets indispensable for business operation to new entities.

Achieving the intended rationalisation objectives requires, first of all, a comprehensive analysis of the conditions of enterprise operation. It is essential to identify the activities of a fundamental and strategic nature.

Separation of an organized part of an enterprise aims at changing or adapting the organisation's operational model by separating tangible and intangible assets, commercial contracts, contracts of employment, settlements, and other necessary components defined during the development of the separation concept.

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Transformations

We offer you a comprehensive range of services during the process of changing the legal form of the company, following the procedure laid out by the provisions of the Commercial Companies Code or as a result of other legal forms.

We work with renowned law offices and chartered auditors, providing a comprehensive range of process support services. Our experience in running transformation processes ensures a fast and efficient implementation of the project, while relationships with our partners help us to optimise the transformation process, i.e. to prepare the transformation plan and attachments, let experts examine the transformation plan, etc.

The offer of CMT Advisory includes, but is not limited to, the following:

  • transformation of a one-person business into a corporation,
  • transformation of a partnership into a corporation,
  • a transformation aimed at optimising the company's operation, including the legal form of a limited partnership and a joint stock limited partnership,
  • transformation of a corporation into a partnership,
  • transformation with the use of forms of contributions in kind,
  • optimising - in terms of time and cost - actions to build the desired target structure.

 

 

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Restructuring of capital groups

CMT Advisory's experience includes complex restructuring of capital groups. Different types of reorganisation can occur in this type of activity, such as the merging and division of companies within a group or the separation of organized parts of an enterprise.

The restructuring of a capital group requires a thorough knowledge of the group's financial, legal and taxation status.

CMT Advisory provides solutions that help owners manage their companies, assure the group's transparency and enable a more efficient use of the resources available within the group.

The capital groups reorganisation services we offer include an overview of the strategic options and recommendations for selling certain elements of the group.

Preparation of a succession or transaction

Effective conduct of a comprehensive process such as selling a business or transferring its management to the younger generation within a succession requires a thorough preparation. To a great extent, the success of such projects depends on the identification of potential risk areas at an early stage. Lack of awareness of these areas or their inadequate management during the reorganisation process may trigger a failure of the entire project.

A reorganisation to prepare a business for a succession or transaction may include areas such as merging selected entities within the capital group, assigning key assets to a special-purpose vehicle, selecting non-operational assets excluded from the process, transforming or focusing key risks within the selected entity. These actions are aimed at streamlining the process at subsequent stages, increasing the value of the capital group and eliminating the potential risks, which may adversely affect the project’s feasibility.