Restructuring
2021
kpmg.ch/restructuring Helping you create resilient and agile companies that “can successfully weather high-pressure events. Our multidisciplinary team of restructuring professionals delivers result-oriented measures to protect, create and maximize value throughout all stages of a corporate crisis from concept development to implementation and monitoring. „ Content
04 Our services at a glance
05 Our core services
06 Who we are
08 Strategy review
09 Operational restructuring & performance improvement
10 Turnaround management
11 Financial restructuring
12 Lender Advisory
13 Stakeholder/Investment Advisory
14 Business closure & insolvency services
16 We thank all our clients for their trust
Restructuring 3 Our services at a glance
KPMG Restructuring is a leading advisor of companies and their stakeholders (such as lenders, shareholders, suppliers, etc.) in special situations. We have extensive experience acting as lead advisor for distressed buy-side or sell-side M&A transactions, as well as during pre-pack insolvency transactions. We offer our clients holistic and interdisciplinary advice that is tailored to their situations.
Our services along the phases of a company crisis
Lender advisory Strategy review Crisis-independent services
Strategy review & development Operational restructuring & performance Stakeholder / investment advisory improvement (people and change) Innovation Reorganization (people and change) Turnaround management & financial Marketing restructuring Operational excellence Restructuring plan Supply chain management Independent business review Procurement Cash flow advisory Optimization of group structures Crisis management
Insolvency advisory / wind-down
Stakeholder crisis Strategic crisis Profit crisis Liquidity crisis Insolvency
Program Management / Restructuring Office (implementation and monitoring)
We have a proven track record helping companies master situations such as dealing with troubled strategic suppliers or acquiring distressed assets. We also have in-depth experience advising financial investors on the management of non-performing loans or investments.
4 Restructuring Our core services
Strategy review Operational restructuring & performance improvement –– Reviewing key industry trends and market development –– Developing, implementing and reviewing –– Assessing business portfolio (products, clients, operational restructuring and re-organization plans markets, etc.) –– Establishing revenue growth opportunities –– Developing key scenarios and future trajectory (clients, products optimization, pricing, etc.) –– Assessing and implementing cost reduction measures (SG&A, overhead, etc.) –– Delivering net working capital reduction
Financial restructuring
–– Analyzing the strategic options in special situations –– Preparing and reviewing short-term rolling liquidity planning tools (13 weeks) as well as defining and implementing measures to increase liquidity –– Developing and reviewing integrated turnaround / business plans, including the analysis of funding requirements, capital structure, debt capacity and key financial ratios –– Acting as lead advisor in the context of financial restructurings («out-of-court» and «in-court») –– Debt advisory, including assistance in negotiations with lenders and the evaluation, structuring and implementation of alternative financing solutions –– Advising on buy-side and sell-side M&A transactions in special situations and pre-pack insolvency transactions
Stakeholder Lender advisory Insolvency advisory / advisory services services wind-down
–– Conducting stakeholder- –– Supporting the development –– Working out a controlled specific business analyses and implementation of liquidation (wind-down) –– Preparing expert opinions recovery strategies –– Supporting insolvency –– Preparing independent administrators and business reviews (IBRs) and bankruptcy offices IDW S6 expert restructuring opinions –– Monitoring the restructuring progress and covenants as well as periodic reporting
Restructuring 5 Who we are
KPMG Restructuring is part of the Advisory practice with over 250 professionals in Switzerland. Our multidisciplinary team delivers result-oriented measures to protect, create and maximize value throughout all stages of a corporate crisis from concept development to implementation and monitoring measures. We work closely with KPMG’s restructuring teams in Europe to provide seamless coverage of cross-border restructuring cases and a one-team approach with the right mix of industry experts.
6 Restructuring KPMG Restructuring Switzerland
Peter Dauwalder Martin Buechel Jan Philipp Weber, Matthias Frey, Partner Director CFA CFA Head of Restructuring Manager Manager Head of Markets
Sandra Burger Xhengis Ramadani Manuel Herrmann Niklaus Rey Assistant Manager Assistant Manager Senior Consultant Consultant
Carl Lomsdalen Sofie Kaufmann Consultant Consultant
KPMG Restructuring Europe (excerpt)
Angel Martin Torres Baréma Bocoum Federico Bonanni Florian Rieser Partner Partner Partner Partner Global Co-Head of Head of Restructuring, Head of Restructuring, Head of Restructuring, Restructuring, KPMG Spain KPMG France KPMG Italy KPMG Germany
Bernhard Klingler Kieran Wallace Partner Partner Head of Restructuring, Head of Restructuring, KPMG Austria KPMG Ireland
Restructuring 7 Strategy review
Our approach to strategy review starts with setting the financial ambition for the company including growth, cost efficiency, profitability, return on investment (ROI) and risk appetite, while considering each element's impact on the business and operating model.
Business model development and management, business development, The business model delivers revenues. Current and client service models, communication and operational potential market, proposition and brand, as well as other processes. strategic dimensions are evaluated for strategic fit, competitiveness and materiality of contribution. Most Operating model organizations fail to achieve their financial aspirations The operating model is critical to the cost-effective delivery because of misalignment between their business and of propositions and client management through core operating models. business processes. It includes operational and technology infrastructure, organizational structure and governance, as Business processes well as people and culture. Platform and system decisions Core business processes are the lynchpins between the are key to driving long-term cost efficiencies and operational business model and operating model. They include product effectiveness.
Our approach: KPMG 9-Levers of Value
The process begins with an articulation of financial performance targets and parameters (appetite for investment and risk, etc.) given their fundamental impact on strategy.
8 Restructuring Operational restructuring & performance improvement
Our operational restructuring services focus on the development and implementation of new business architectures, very often in the context of turnaround cases and change management.
We start an operational restructuring program with a quick our multidisciplinary teams identify the most relevant as-is assessment to obtain the required clarity at the very performance issues, define improvement projects, and beginning of a project. A swift strategy check-up ensures consequently plan and implement them. Robust project that the operational restructuring steps are fully aligned with management continuously monitors progress achieved and the business strategy. Based on clear strategic objectives, initiates corrective actions in the event of issues or risks.
Our approach
rforming org gh-pe aniza Hi tion Strategy deployment Strategy Vision & management strategy Business Lean process leadership management
Process Team modeling development Management systems
Quality Performance systems & management tools
High-performingCustomer H
i g
Process h -
Coaching & analysis & p
first e team
H monitoring design r f
i o g excellence r
h m
- i
p Process & system Standard n
e g
r work across
f Behavioral o
o r products & g
r change m a channels n
i i
n z
g a
Visual t
o i o rg Capability management n a n building Problem & control iz at solving & io HR n systems continuous Organization improvement design
Restructuring 9 Turnaround management
We understand that critical company situations require rapid, hands-on advice and implementation support to stabilize the situation. This first step is followed by analysis, design, implementation and monitoring.
Stabilization Get control by forecasting and monitoring cash; gain time by operating model, process and organizational design and negotiating with borrowers and suppliers; elaborate and financial measures. implement cash generating measures; and manage the company, board of directors and management's legal risks. Implementation and monitoring We stay on board with management until implementation is Analysis and design completed. We provide progress reports to all stakeholders. Analyze the current situation and identify the causes of the crisis. Guide management through the process of a strategy review and appraisal as the basis for designing a comprehensive restructuring plan that includes a target
Our approach
KPMG Cash and Strategy and Financial restructuring Phase working Legal and tax operations restructuring office capital
Short-term Stabilization Achieve cash flow Stabilization of operating Gain time Manage transparency forecasting and short-term cash flow to and rebuild legal and and and quick actions secure value trust tax risks coordination generation chain of cash
Swiss Code of Obligations (OR) Alignment Development Develop Optimization of of market, of financial Swiss Debt restructuring working strategy and restructuring Enforcement plan Analysis capital value chain plan and design Bankruptcy Law (SchKG)
Implemen- Implemen- Support Cultural and Secure tation of tation of negotiation operational implemen- working financial and draft Implemen- change tation capital restructuring legal tation and management monitoring measures plan documentation
10 Restructuring Financial restructuring
Our approach helps management regain control and trust from lenders and investors. It also provides transparency to stakeholders and supports the required negotiations.
Cash flow Advisory* investors. The scope of work is defined by standards (i.e. In distressed situations, the first step for a company is to IDW S6) or customized depending on the individual situation perform a quick but thorough assessment of the short-term and can include strategy review, management evaluation, cash situation and forecast (typically 13 or 17 weeks). On analysis of past financial performance and position, business this basis, and the analysis of stakeholders’ positions, plan review, assessment of restructuring options and consensus on next steps is reached. We also assist in the measures, etc. preparation of cash-generating measures. Financial restructuring* Independent Business Review We support management’s negotiations with existing We close the gaps between available and required lenders and other stakeholders and advise on raising new information by preparing business reviews for lenders and debt financing or refinancing.
* Cash flow Advisory and financial restructuring are modules of our turnaround management services.
Our approach
Short-term cash flow forecast Independent business Stakeholder negotiations (13 or 17 weeks) review (IBR)
Independent Business Review
Economic 7 1 Market and environment Integrated competition financial analysis Company planning overview
Review of 6 restructuring concept / Causes 2 plan of the Company corporate in scope crisis
Core processes and organizational Historical structure performance 5 and financial Competitive position 3 situation Industry Current market and operations trends positioning
4
Restructuring 11 Lender Advisory
We help lenders perform a swift and reliable situation assessment to develop their recovery strategy and “Plan B“. Furthermore, we provide comprehensive support in the negotiation and the implementation phase of the recovery strategy:
/ Support during the analysis and elaboration of the recovery strategy as well as analysis of the borrower’s submitted restructuring concept
/ Proposal of immediate actions and assessment of recovery strategies to cap potential losses
/ Implementation of the recovery strategy
Our approach
Conduct Analysis of loan negotiations agreements
Legal Overview of loan documentation engagement and Valuation of the borrowers credit collaterals
Prepare negotiation strategy
Implemen- Analysis Calculate risk tation of loss Legal Support in Real Estate obtaining M&A Review of approval from Valuation borrower's authorities / Tax restructuring regulators Forensic measures Restructuring
Immediate actions and recovery strategies
Elaborate a "Plan B" Propose and prepare actions to cap measures potential losses
Evaluate potential strategies considering Elaborate implementation, potential financial results, recovery opportunities / strategies threats
12 Restructuring Stakeholder / Investment Advisory
We have a strong track record in helping strategic or financial investors to assess potential (distressed) investment opportunities and to advice companies in managing their supplier risks through:
/ Executing swift analyses of suppliers’ financial and operational situations
/ Developing and assessing options to reduce financial and supply chain risks
/ Supporting the implementation of the resultant plan
Our scope of work and extent of reporting are tailored to our client’s particular needs and situation.
Our approach
High-level company analysis
Business Causes of Brief historical 1 overview 2 the crisis 3 financial analysis
Short-term cash Restructuring Analysis of the flow analysis / concept review business plan 4 5 forecast 6
Options and recommendations
Elaboration and Elaboration of evaluation of Evaluation a „Plan B“ strategic options of options and 1 2 (sourcing alternative to 3 (preservation of existing partner) recommendations business relationship)
Implementation support
Implementation Preparation of Elaboration of legal 1 planning 2 negotiation 3 documentation
Restructuring 13 Business closure & insolvency services
We help assess a client’s situation and advice in developing a roadmap to discontinue operations, dispose of assets and repay liabilities by:
/ Identifying and assessing the company’s legal risks and the board of directors’ and management’s personal liability risks
/ Advising the board of directors and management on their legal duties and personal liability risks
/ Determining viable options to dissolve the business and liquidate the entity, including operational wind-down scenarios and assessment of potential results from asset disposals
Our approach
Analysis of the Planning and initial position preparation and historical financials –– Operational plan to wind down the company and
reflection in a financial –– Assessment of the fi- projection and cash flow nancial position, legal plan, assessment of tax agreements and risks implications, as well as and off-balance sheet negotiations with debtors commitments / liabilities and stakeholders –– Determination of viable –– Preparation of legal options including opera- documentation tional wind-down scena- –– Execution of asset rios disposals and delisting
14 Restructuring Restructuring 15 We thank all our clients for their trust
Family-owned company Family-owned food in the hospitality industry processing company
Financial Advisor Financial Advisor Turnaround Advisor
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory acted as sole financial advisor in the acted as sole financial advisor to Let’s Go assisted the company in the negotiation financial restructuring of the company, Fitness Group and assisted the company of a bridge loan, advised in the assisting management in negotiations on reporting to its lenders in relation to stabilization of the liquidity and supported with the company’s key stakeholders. the refinancing of its credit facilities. in the negotiations with suppliers and KPMG also assisted the company in the KPMG also assisted the company in the clients. KPMG also further supported in development of financial models for development of financial models for liquidity monitoring, turnaround planning, liquidity and business planning. liquidity and business planning. M&A and Steering Committee reporting.
Ongoing project 2020 - 2021 Ongoing project
Family-owned food Company in the aviation Service company processing company industry
Turnaround Advisor Turnaround Advisor Financial and Legal Advisor
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory advised the company with severe advised the management and board of acted as sole financial and legal advisor liquidity issues in securing liquidity, in a medium-sized service provider on to the company in connection with the overall stabilization as well as the liquidity stabilization, elaboration of a preparation and execution of the equity elaboration, implementation and restructuring plan incl. strategic options, increase and refinancing of its financial monitoring of a comprehensive review of the strategy, business plan, liabilities. KPMG assessed and evaluated restructuring program. implementation and negotiations with various financing options and assisted external stakeholders. the company in the development of a financial model.
Ongoing project Ongoing project Ongoing transaction
Financial Advisor Financial Advisor Debt Advisor
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory performed a strategic options review for acted as financial advisor to Tally Weijl in acted as debt advisor to Swiss Steel the company’s operations in Switzerland, the context of the COVID-19 bridging Group on the recapitalization and including the development of a business facility of c. CHF 25m (COVID-19 Credit refinancing of its financial liabilities. plan model. Moreover, KPMG Deal Plus). Advisory Switzerland and Poland jointly acted as exclusive M&A lead advisor to CCC Group on the sale of Karl Vögele AG to cm.shoes GmbH.
2020 - 2021 2020 2019 - 2020
16 Restructuring Law firm Global industrial group
Financial Advisor Financial Advisor Financial Advisor
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory assisted the company with its cash flow acted as sole financial advisor to the performed an independent financial projection and advised the management court-appointed administrator for the sale review of the company’s mid-term plan committee on the distribution capacity of two business units during the silent for a large consortium of lenders of the and remuneration system. debt moratorium. The first transaction company and thereby supported the was executed within one month. company’s challenging refinancing process.
2020 2019 2019
International industrial International industrial International retailer manufacturer manufacturer
Financial Advisor Restructuring Advisor Restructuring Advisor
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory advised the company with a liquidity acted as restructuring advisor of an reviewed strategic options of a loss-making shortfall in the analysis of its cash flow international manufacturer in performing industrial manufacturer, advised and forecasting model, identification of cash an independent assessment of financial coordinated the elaboration of strategic improvements and negotiations with an and liquidity plan to support the options, prepared a comprehensive business international lenders consortium. negotiations for a bridge financing. & financial model, coordinated the turnaround plan preparation, led the PMO activities and advised steering committee and management during the measures implementation phase.
2019 2019 2018
International fashion Aerospace company Bankruptcy office retailer
Restructuring Advisor Financial and Turnaround Advisor Distressed M&A Advisor
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory performed a business and financial review, acted as a comprehensive restructuring acted as lead restructuring and financial in regard to the uncertainty regarding the and turnaround advisor for an international advisor of a bankruptcy office for the mid-term financial performance and in fashion retailer. Furthermore, KPMG disposal of distressed assets order to re-set the financial covenants in a supported in the design and (subsidiaries) in foreign countries within financing agreement with a bank syndicate. implementation of a controlled wind- ongoing insolvency procedures of the KPMG also provided advice on the down of business activities under a debt seller and of one target company. company’s financial model and on the moratorium procedure (“Nachlass- short-term cash flow forecasting. stundung”).
2018 2017 - 2018 2018
Restructuring 17 Your contacts
If you have additional questions do not hesitate to contact your KPMG contact or reach out to our specialists:
KPMG AG Badenerstrasse 172 P.O. Box 8036 Zurich
Peter Dauwalder Partner Head of Restructuring +41 58 249 41 80 [email protected]
Martin Buechel Director +41 58 249 22 45 [email protected]
kpmg.ch/restructuring
The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received, or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. The scope of any potential collaboration with audit clients is defined by regulatory requirements governing auditor independence. If you would like to know more about how KPMG AG processes personal data, please read our Privacy Policy, which you can find on our homepage at www.kpmg.ch. © 2021 KPMG AG, a Swiss corporation, is a subsidiary of KPMG Holding AG, which is a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.