Concentrated shareholding
CORPORATE TRANSACTIONS · LATIN AMERICA
Mergers & Acquisitions
At ENTANGLEMENTAL, we view mergers and acquisitions as processes of capital reallocation, transformation of corporate control and strategic redefinition of businesses. They are not simply about buying or selling a company, but about determining which assets should remain within a portfolio, which may achieve greater value under a new ownership structure, and which business combinations can increase scale, add capabilities, provide access to markets or strengthen a competitive position.
01 Capital
02 Control
03 Strategy
02 Control
03 Strategy
01 Transaction perspective
The objective is not to execute a transaction. It is to define the right transaction.
We advise shareholders, corporate groups, companies, investment funds and strategic investors on acquisitions, divestments, capital raising, transfers of shareholdings, asset reorganisations and business consolidations. We act on both the sell side and the buy side, aligning the architecture of each transaction with the client’s ownership, financial and strategic objectives.
Acquisition
Divestment
Capital raising
Transfer of shareholdings
Asset reorganisation
Business consolidation
Divestment
Capital raising
Transfer of shareholdings
Asset reorganisation
Business consolidation
LATAM Corporate anatomy
A regional reality that demands particularly rigorous analysis.
Our specialisation in companies originating in Latin America or operating in the region enables us to address a business reality that requires particularly rigorous analysis. Concentrated shareholding, the overlap between family and corporate assets, regulatory heterogeneity, informality in certain internal processes, tax and labour contingencies, foreign-exchange restrictions and information asymmetries can materially alter the economics of a transaction. Understanding that anatomy is not ancillary; it is a prerequisite for structuring executable transactions, preserving value and preventing foreseeable risks from emerging at an advanced stage.
Family and corporate assets
Regulatory heterogeneity
Internal processes
Tax and labour contingencies
Foreign-exchange restrictions
Information asymmetry
Economic value and executability
02 Transaction architecture
Transaction architecture
01TRANSACTION THESIS
Defining the rationale before beginning the process.
Every mandate begins with the development of a transaction thesis. We analyse the business, its competitive position, the quality of its earnings, cash-generation capacity, asset composition, capital requirements and shareholder expectations. From that assessment, we define the transaction perimeter, the most appropriate structure, the universe of potential counterparties and the sequence of decisions required to maximise the probability of closing.
02ASSET PREPARATION
Turning a complex company into a verifiable opportunity.
In sale processes, we prepare the company for market exposure. We organise corporate information, normalise financial indicators, identify the attributes underpinning value and develop an investment narrative capable of presenting the asset with precision, consistency and credibility. We prepare the investment teaser, information memorandum, management materials and supporting documentation required by strategic buyers, private equity funds, family groups, institutional investors and regional platforms.
03MARKET APPROACH
Confidentiality, segmentation and traceability.
The market approach is conducted under strict confidentiality, segmentation and traceability protocols. We manage the circulation of information, execution of non-disclosure agreements, progressive access to the data room and engagement with potential bidders, seeking to preserve operational continuity, prevent leaks that could affect employees, suppliers or customers, and maintain the competitive tension required to protect the seller’s negotiating position.
Investment teaser
Information memorandum
Management materials
Non-disclosure agreements
Data room
Bidder traceability
Information memorandum
Management materials
Non-disclosure agreements
Data room
Bidder traceability
03 Transaction economics
Valuation, price and risk allocation
A company’s valuation cannot be reduced to the mechanical application of multiples. It requires interpretation of cash-flow quality, earnings recurrence, working-capital requirements, leverage, dependence on customers or suppliers, regulatory exposure, governance and the effective capacity to sustain growth.
Equity value
Assets · Liabilities · Structure
Operating value
Cash flows · Recurrence · Capacity
Strategic value
Synergies · Scale · Position
We develop a view of value based on recognised financial methodologies, comparable references and scenario analysis, together with a deep understanding of the factors that determine the economic transferability of the business. We distinguish between equity value, operating value and strategic value, and assess how synergies, execution risks and the availability of financing may affect the price a counterparty is able to offer.
We identify, disclose and quantify corporate, tax, social-security, labour, environmental, regulatory and operational contingencies that could affect the transaction. We identify potential deal breakers and determine their impact on valuation, price structure and the allocation of liability. This ensures that risks do not remain open-ended uncertainties, but are addressed explicitly through price adjustments, indemnities, guarantees, holdbacks, escrow accounts, earn-out mechanisms, materiality clauses or conditions precedent.
Price adjustments
Indemnities
Guarantees
Holdbacks
Escrow accounts
Earn-out
Materiality
Conditions precedent
Indemnities
Guarantees
Holdbacks
Escrow accounts
Earn-out
Materiality
Conditions precedent
Our objective is not merely to arrive at a price, but to build a defensible economic equation in which value, risk, time and certainty of closing are appropriately balanced.
04 Decision intelligence
Sell-side and buy-side due diligence
Depending on the client’s position, we organise and lead vendor due diligence or buy-side due diligence processes.
Vendor due diligence
Prepare · Verify · Anticipate
When representing the seller, we conduct preventive due diligence to prepare the company before it is presented to the market. We review the consistency of financial, legal, tax, labour, corporate and operational information; organise documentation; identify gaps; anticipate observations; and promote the remediation of contingencies that could affect value or delay closing. Vendor due diligence reduces information asymmetries, supports the process on a verifiable basis and prevents the buyer from using late findings to renegotiate material transaction terms.
Buy-side due diligence
Validate · Expose · Translate
When advising the buyer, we structure due diligence to validate the investment thesis, determine the true quality of the asset and establish the economic exposure being assumed. We examine earnings sustainability, debt composition, off-balance-sheet obligations, customer concentration, contractual position, title to assets, regulatory compliance and contingent liabilities. Findings are translated into specific consequences for price, financing, contractual protections and the integration plan.
05 Multidisciplinary integration
Integrated expert teams
The complexity of a transaction requires specialist expertise, but also leadership capable of integrating it. ENTANGLEMENTAL assembles and coordinates multidisciplinary expert teams according to the nature of each asset, bringing together financial, accounting, legal, tax, labour, regulatory, environmental, technology, technical and sector specialists.
These teams operate under unified strategic direction. Their role is not simply to verify compliance, but to relate each discipline’s findings to the transaction’s economic structure. A labour contingency may alter the price; a regulatory restriction may affect financing; a contractual weakness may undermine revenue projections; an operational deficiency may compromise expected synergies.
DIRECTIONSTRATEGICUNIFIED
Financial
Accounting
Legal
Tax
Labour
Regulatory
Environmental
Technology
Technical
Sector
06 Transaction execution
Negotiation, structuring and closing
We support the receipt and evaluation of indicative and binding offers, negotiation of letters of intent, selection of counterparties and definition of the transaction’s economic and legal structure. We participate in discussions on price determination mechanisms, net debt, working capital, deferred payments, post-closing adjustments, guarantees, indemnities and execution conditions.
We act as a strategic counterpart to buyers, sellers, legal advisers, auditors, financiers and regulatory authorities. Our involvement seeks to preserve consistency between the original transaction thesis and the terms ultimately documented, ensuring that technical complexity does not displace the client’s essential objectives.
In cross-border transactions, we coordinate regulatory, tax and operational differences across jurisdictions and mobilise the local capabilities required to ensure that the agreed structure is legally valid, financially viable and operationally executable.
07 Beyond closing
Post-transaction integration and value creation
Legal closing does not by itself determine the success of an acquisition. Value creation depends on the ability to integrate structures, preserve critical capabilities, capture synergies and maintain business continuity.
Integrate
Structures and teams
Preserve
Critical capabilities
Capture
Synergies and efficiency
Sustain
Business continuity
We participate in planning and implementing post-transaction processes, addressing the corporate, financial, tax, commercial and operational matters arising from the new ownership structure. We assess alternatives to reorganise entities, rationalise functions, integrate teams, reduce duplication, harmonise procedures and optimise asset utilisation within the applicable regulatory framework.
Integration must balance speed and stability. A transformation that proceeds too slowly may prevent the capture of synergies; premature intervention may damage commercial relationships, trigger the loss of talent or impair capabilities that justified the acquisition. We therefore define priorities, sequencing and monitoring mechanisms that turn the transaction’s financial rationale into sustainable business results.
MERGERS & ACQUISITIONS