Services
Advisory across the full transaction lifecycle.
01
M&A advisory
We run competitive sale processes for promoters and family businesses, and advise acquirers on target screening, pricing and negotiation. Takeovers of listed companies, open offers and delistings are handled with a SEBI-registered merchant banker where the regulations require one.
Scope of work
- Transaction thesis, readiness review and valuation range before launch
- Teaser, information memorandum and management presentation
- Buyer or target universe: strategics, PE funds, family offices, overseas acquirers
- Sequenced outreach, NDAs, process letters and bid management
- Virtual data room set-up and Q&A management
- Negotiation of term sheet, SPA/SHA, indemnities, escrow and earn-outs
- Takeover Code, open offer and delisting advisory for listed targets
- Closing: conditions precedent, regulatory approvals and funds flow
Typical for
Promoters selling a majority or minority stake; corporates acquiring or merging; family groups separating businesses.
02
Fundraising / private equity
Preparation of the equity story, financial model and investor materials; identification and approach of suitable funds, family offices and strategic investors; term sheet negotiation and coordination to close. Preferential issues, QIPs and IPO preparation are advised in conjunction with the merchant banker and legal counsel.
Scope of work
- Capital-needs assessment: quantum, instrument and dilution scenarios
- Equity story, financial model and investor deck
- Investor mapping by stage, cheque size and sector thesis
- Confidential outreach and management of investor meetings
- Term sheet negotiation: valuation, liquidation preference, anti-dilution, board rights, exit
- Diligence coordination and definitive documentation (SSA/SHA)
- Pre-IPO placements and IPO readiness
- Preferential issue and QIP structuring under ICDR for listed issuers
Typical for
Growth-stage companies raising Series A onwards; family businesses taking in a first institutional investor; listed companies raising primary capital.
03
Debt syndication
We structure the facility around the cash flows, prepare the lender pack and run a competitive process across banks, NBFCs, mutual funds and alternative credit. Negotiation covers pricing, tenor, security, covenants and the fine print that bites at reset.
Scope of work
- Assessment of short, medium and long-term funding requirement
- Facility structuring: term loan, working capital, LRD, ECB
- CMA data, projections, project report and information memorandum for lenders
- Syndication across banks, NBFCs, DFIs and credit funds
- Placement of NCDs, preference shares and mezzanine
- Negotiation of pricing, security package, covenants and prepayment terms
- Documentation support, CP satisfaction and disbursement
- Refinancing, rating advisory and annual renewal of limits
Typical for
Manufacturers expanding capacity; infrastructure and real-estate developers; acquirers funding a purchase; companies refinancing expensive debt.
04
Valuations
Business and share valuations using income, market and asset approaches; purchase-price allocation; option and ESOP valuations; fairness opinions. Where a Registered Valuer under the Companies Act is required, delivered through one.
Scope of work
- Equity and enterprise valuation (DCF, comparables, precedent transactions, NAV)
- Valuation for FEMA pricing guidelines, Rule 11UA and Companies Act
- Swap-ratio and fairness opinions
- Purchase price allocation and impairment testing under Ind AS
- ESOP, sweat equity and convertible instrument valuation
- Valuation for shareholder disputes and family settlements
- Startup valuation for angel-tax and fundraise purposes
- Intangible asset and brand valuation
Typical for
Boards approving a related-party transaction; investors agreeing a price; companies filing with RBI, the Income-tax department or NCLT.
05
Due diligence
Quality-of-earnings analysis, working-capital normalisation, net-debt review, tax exposure assessment and contract review, reported as red-flag or full-scope depending on the stage of the transaction. Vendor diligence prepares sellers before buyers arrive.
Scope of work
- Quality of earnings: normalised EBITDA, one-offs and run-rate
- Net debt and debt-like items; normalised working capital and peg
- Revenue, customer concentration and margin analysis
- Direct and indirect tax exposure review
- Review of material contracts and contingent liabilities
- Commercial diligence: market and competitive position
- Vendor due diligence and data-room preparation
- SPA input: price adjustment mechanisms, warranties and indemnities
Typical for
PE and VC funds before investing; corporates before acquiring; lenders before a large sanction; sellers preparing for a process.
06
Restructuring & insolvency
Independent business reviews, cash-flow forecasting, one-time settlement and restructuring proposals, and advisory to promoters, creditors or resolution applicants through CIRP and pre-pack processes.
Scope of work
- Independent business review and 13-week cash-flow forecasting
- Debt restructuring proposals under RBI prudential framework
- One-time settlement negotiation with banks and ARCs
- Resolution plan preparation and evaluation
- Advisory to committee of creditors
- Pre-packaged insolvency for MSMEs
- Distressed M&A and asset sales
- Operational turnaround
Typical for
Promoters facing lender pressure; creditors assessing a resolution plan; investors acquiring distressed assets.
Sector coverage
Mid-market, across the real economy.
- Manufacturing & capital goods
- Consumer, food & beverages
- Financial services & NBFC
- Pharma, chemicals & healthcare
- Infrastructure & real estate
- Power & renewables
- Retail
- IT, SaaS & e-commerce
- Logistics
- Textiles
- Agri & commodities
- Hospitality & media
Amethyst Empyreal LLP does not perform statutory audit, attest or certification work. Where a mandate requires a SEBI-registered merchant banker, registered valuer or other regulated intermediary, we work alongside appropriately registered professionals.