Expert advice for acquisitions, sales and PPP transactions
Whether for company acquisitions, divestments, or for the tendering of infrastructure facilities under PPP schemes, FMC offers consultancy services for the full span of players – from buyers and vendors, to developers and banks.
Greater certainty for investors and vendors
FMC provides consultancy for buyers and vendors but also for financing banks in the context of M&A projects. Companies and projects are reviewed under technical, financial, commercial, environmental and social criteria. We identify and evaluate risks as well as an estimate of future CAPEX. Due diligence projects are always handled by FMC in close collaboration with the Fichtner Home Office and other Fichtner Group companies in order to offer our clients a broad spectrum of services and local market know-how.
- Sell side Due Diligence
On behalf of vendors of companies and assets, FMC compiles relevant documents for the transaction, e.g. a vendor due diligence report, and provides support during the transaction process, for example for setting up the data room or for conducting the Q&A process.
- Buy side Due Diligence
FMC assists investors in analyzing and evaluating major infrastructure projects and companies. Technical, environmental sustainability and market risks are identified and assessed, and countermeasures are devised. For determining the purchase price, future outlays, i.e. CAPEX and OPEX, are checked and determined.
- Lenders Engineer/Expert
For financing major infrastructure projects (project finance) or, in part, also for providing credit to companies (corporate finance), FMC checks, on behalf of the banks, the technical and economic feasibility of projects and companies. Furthermore, identified risks are evaluated and then succinctly summarized in a due diligence report.
References for typical projects
- Remunicipalization strategy and investment consulting
Remunicipalization strategy and investment consultingIn the context of the endeavours of a German city to remunicipalize energy supply, FMC assisted the authorities in strategic positioning and in preparation for negotiations with potential private energy sector partners. The aim was, firstly, reorganization in stages of the agencies responsible for energy supply and their business models to obtain maximum influence and control as well as in the interests of sustainable and profitable financing. Secondly, as part of this restructuring reconfiguring the inner city and regional energy infrastructure was also promoted, so that the state’s own climate protection objectives were fulfilled. FMC’s consultancy services comprise assessment of the concepts presented by the negotiating parties. In doing so, business and cooperation models were evaluated together with the technical reconfiguration of the energy infrastructure. Also questions & answers lists were drawn up for each negotiation step. The client at the end of the project received an overall appraisal with recommendations.
- CPP Investment Board: Due Diligence for the acquisition of the Open Grid Europe gas network
CPP Investment Board: Due Diligence for the acquisition of the Open Grid Europe gas networkA consortium of companies was formed to assess the opportunity to acquire Open Grid Europe by means of the competitive process. The services FMC provided were support to the Consortium as technical adviser and to conduct due diligence services on technical and environmental aspects of the assets including asset quality, OPEX and CAPEX. As a result, FMC performed an upfront desktop study which aimed to gather publicly available information and data of the assets in order to identify potential critical issues and potential risks at limited amount of time.
- EBRD, IFC: Due diligence for the sale of a Turkish gas distribution company
EBRD, IFC: Due diligence for the sale of a Turkish gas distribution companyThe project aim was the privatization of one of the biggest gas distributors in Turkey . The services FMC provided were to acts as technical and environmental consultant for EBRD and IFC. In the framework of the due diligence review that took as its basis the business plan, FMC checked in particular assumptions on the development of gas demand, operating costs and capital investment, and prepared its own projections of these. During a field assignment, selected plants and customers were visited, including the undertaking of a comprehensive review of health, safety and environmental protection standards.
- Due Diligence of a natural gas transportation pipeline on sale
Due Diligence of a natural gas transportation pipeline on saleIn preparation for divestiture of a corporate division to comply with EU legislation on separation of main gas lines and distribution networks, FMC undertook a due diligence review of natural gas transportation pipelines running south from the Dutch/German border and then through Switzerland. As a result, the assets’ strengths and weaknesses as well as the risks of acquisition were analyzed under technical and commercial aspects.
- Guyana: Technical support /search of potential investors for a new landfill
Guyana: Technical support /search of potential investors for a new landfillThe project aim was to provide technical support for the search of potential investors and operators for a new Landfill site that would be the final dispose of wastes from Georgetown, Guayana and 15 neighboring communities. The services FMC provided were involving a due diligence investigation, market analysis, setting up a financial model, checking of legal framework conditions, investigation and specification of transaction structure, risk analysis, preparing marketing material, international road show, drawing up tender documents and evaluation criteria, prequalification of bidders, drawing up contract documents, setting up a data room, and finally assistance in investor due diligence checks.
- Preparation of a technical and environmental due diligence for an Utility
Preparation of a technical and environmental due diligence for an UtilityA utility intended to divest up to 25% of its power generation and distribution assets. The project aim of this transaction was to generate capital inflow, to increase the operational know how of the company and improve the management capabilities. FMC supported the process by carrying out a technical and environmental due diligence of the power generation and distribution assets. Furthermore, together with a group of advisors, the process was supported with regard to the development of a favorable legal and regulatory environment for the transaction and any other activities related to the transaction process.
Your Contact Person for M&A
Expert support throughout the transaction process
Whether the question is developing greenfield infrastructure projects, or promoting public-private-partnership (PPP) schemes, FMC supports ministries,other public agencies and development banks in compiling tender documents as well as in executing the transaction.
- BOO and greenfield infrastructure projects
For infrastructure projects that are implemented on the basis of Build-Own-Operate (BOO) and similar contracts, FMC compiles tender documents, including contracts, and expertly manages the entire transaction process up to financial close.
- PPP models
In the context of PPP models, such as management contracts, lease contracts and privatization arrangements, certain services are provided by private players over a defined (or sometimes undefined) time period. For these processes, FMC draws up the transaction documents and assists the public contracting entity in selecting the most suitable private partner offering the best value for money.
For licensing procedures, FMC assists the contract awarding agency during tendering, or also applicants in drawing up their proposal dossiers.
- Sustainable energy financing facilities
For such facilities, FMC acts as a consultant to development banks. Candidate projects in the sectors of renewable energies and energy efficiency are identified and evaluated, and assistance is provided for the financing banks during the lending process.
References for typical projects
- IFC, Serbia: Structuring and tendering a public private partnership transaction for a waste management treatment and disposal center
IFC, Serbia: Structuring and tendering a public private partnership transaction for a waste management treatment and disposal centerThe City of Belgrade approached IFC for assistance in structuring and tendering a public private partnership transaction for designing, financing, constructing, operating and maintaining a waste management treatment and disposal center at Vinca along with other facilities in line with its waste management plan. FMC acted as a technical, environmental and social consultant to assist IFC and the City Council up to commercial closing. As part of the assignment, FMC conducted an environmental and social scoping study as well as a review + gap analysis of the land acquisition and resettlement process already undertaken for the project. The project’s MSW handling capacity was 600,000 t/a.
- Saudi Arabia NWC :Company foundation
Saudi Arabia NWC :Company foundationAs part of the reform process of the water sector in Saudi Arabia, the local Ministry was in the process of establishing a national water company and initiated a transaction process for the selection of a private operator for a Management Contract for water supply and sanitation services. The services FMC provided were to act as a Lead Advisor to the Ministry and have the overall responsibility for the coordination of the process as well as the activities of the other advisors. This included the overall program management and in collaboration with the other advisors, the formation of the national water company (NWC) as well as the structuring and execution of the PPP contract.
- EBRD: Armenia: Support for the state water supply in Armenia
EBRD: Armenia: Support for the state water supply in ArmeniaThe project aim was to assist the Armenian The State Committee for Water Systems in the sustainable development of water infrastructure in the urban and rural water supply and sanitation sector as well as to improve sector’s efficiency and effectiveness. The services FMC provided were elaboration and support of the implementation of the appropriate PPP modalities for the structuring, financing and execution of the PPP arrangement, preparation of the tender documents of the PPP arrangements to be ready to submit to the bidders and support of the state water agency during the tender and in negotiations with and selection of the preferred bidder.
- Ministry of Energy and Mineral Resources (MEMR) of Jordan: Transaction advisor for renewable energy projects
Ministry of Energy and Mineral Resources (MEMR) of Jordan: Transaction advisor for renewable energy projectsThe Ministry of Energy and Mineral Resources (MEMR) of a Jordan launched a program to attract private developers to invest in renewable energy projects through a direct proposal submission scheme. The services FMC provided were the support to the MEMR during the implementation of such scheme that included the following: selection of pre-qualified developers, preparation of instructions for proposal development, drafting of project agreements, managing the proposal development phase, evaluating proposal documents, and assisting MEMR and national electricity power company during negotiations, signing and financial closing.
- Egyptian Electricity Transmission Company (EETC): Implementation of a wind power project
Egyptian Electricity Transmission Company (EETC): Implementation of a wind power projectFMC has been commissioned by Egyptian Electricity Transmission Company (EETC) as Transaction Advisor for a 250 MW wind power project on a BOO basis. In a first phase FMC defined the technical, commercial and legal framework and conditions for the tender process and prepared the code for the connection of wind power plants to the EETC grid. Furthermore, FMC prepared the entire tender documentation including technical, commercial and financial specifications as well as all relevant project agreements such as power purchase agreement, connection agreement, usufruct agreement etc. and assisted EETC in the management of the tender process.
The second phase of the project consisted in the evaluation of the proposals, assistance to EETC in contract negotiations, finalization of the project agreements and support up to financial closing.
- EBRD: Advice for small investment projects in Moldova
EBRD: Advice for small investment projects in MoldovaFMC acted as project consultant for the development and management of the Moldovan Sustainable Energy financing Facility (MoSEFF) with the aim of familiarizing local financial institutions, i.e. banks, with appraising and financing energy efficiency and small renewable energy investment projects, while local engineers were developing the technical expertise to identify, assess and prepare technically feasible and bankable projects. As an anticipated outcome, this facility is expected to develop, strengthen and establish a self-financing market for investments in sustainable energy projects in Armenia. With an available loan volume of around 40 mn EUR, the facility will furthermore significantly reduce primary energy consumption in the country and create financial savings in the implementing companies.