Independent financial advisory
Our client sells a company once in a lifetime
On the other side of the table sit those who buy several a year. We work to reduce that asymmetry
Matterhorn · Zermatt
What we do
Four practices, and a partner in charge of every transaction
Mergers & Acquisitions
Sale and purchase of equity interests, from process design to signing of the definitive agreement
Explore the practiceDebt Capital Markets
Structuring of financing, from bilateral bank credit to capital markets issuance
Explore the practiceSpecial Situations
Distressed assets, liability restructuring and economic and financial viability reports
Explore the practiceIPO & Tender Offers
Initial public offerings, follow-on offerings and tender offers, including delisting tender offers
Explore the practiceCompletion record · 2017 to 2024
of sell-side mandates
led by the responsible partner reached completion
of buy-side mandates
led by the responsible partner reached completion
Record of the responsible partner between 2017 and 2024, during his time at Âncora Advisory, where he was sole senior partner. The list of transactions behind the figure is available under a confidentiality agreement, on request
The asymmetry, in numbers
What it costs to arrive at the table unprepared
is what an undocumented earnings adjustment is worth in final price, through the multiple applied to it
is roughly what each real of earnout accepted without analysis actually pays
of proceeds is the five-year all-in cost of a R$200 million IPO, against 5.9% for one of R$3.2 billion
weeks separate diagnosis from closing, depending on the complexity of the transaction
Figures from Revenaz studies, with the calculations published in each
Offer comparison
The bigger offer does not always pay more
Change the numbers. The tool separates what arrives at closing from what depends on future targets, and applies to the earnout the payment rate you enter
Offer A
- Cash at closing
- —
- Held in escrow
- —
- Earnout, expected value
- —
- Total expected value
- —
Pays more in expected value
Offer B
- Cash at closing
- —
- Held in escrow
- —
- Earnout, expected value
- —
- Total expected value
- —
Pays more in expected value
Illustrative tool. The 21% rate reflects what each real of earnout accepted without analysis tends to pay, according to Revenaz studies. It does not replace the analysis of an actual offer
When clients come to us
The business owner arrives with a sentence, not a mandate
These are the eight most frequent. If one resembles yours, the answer beside it is the start of the conversation
I have received an offer for my company and do not know whether it is a good one
The offer with the highest headline price frequently delivers less cash at closing. We normalise the offer to cash received, adjust the contingent consideration for the observed payout rate and treat the retained stake separately, as an option
How we assess an offerI want to sell, and do not know where to begin
It begins with knowing what the company is worth and why. Then with documenting what underpins its earnings. The useful conversation happens two years before the sale, and it is the one that moves the final price most
Preparing for a saleI need capital and the bank is expensive
There are more routes than the bank manager presents. Debentures, receivables certificates, receivables funds and development finance lines have very different effective costs, and the cheapest on paper is rarely the cheapest in practice
Comparing financing routesI have an innovation project and have heard about FINEP
The FINEP rate is real and well below market. So are the obligations: restrictions on use, performance commitments and years of reporting. We structure the application and calculate the total cost before you commit
Financing from FINEPMy children will not run the company
The succession window is narrower than it appears, and it closes with time. A founder-dependent company is worth less, and the dependence grows with each year of delay
Succession and saleWe are considering going public
First of all, the size test. On a two-hundred-million offering, the total five-year cost reaches 21.1% of the amount raised; on three billion, it falls to 5.9%. It is the fixed cost that excludes the middle market, not the interest rate
IPO feasibilityThe debt has got out of control
The first question decides everything: is it a cash problem or a business problem. The answer to each is different, and those who decide early preserve alternatives that those who decide late no longer have
Liability restructuringOne partner wants to exit and the others want to stay
A partial exit has its own price, structure and timing. A buyback by the company, the entry of a financial investor or a sale to a third party lead to very different outcomes for those who remain
Partial partner exitHow we work
Exclusive
We work with one client per transaction, on an exclusive basis. We do not run competing processes in the same sector over the same period, and the client knows this from the first conversation
Selective
We accept only projects where we are convinced we create value above what we cost. When we are not, we say so, and the conversation ends there at no cost to anyone
Partner-led
Every transaction has a responsible partner, from the first diagnosis to signing. There is no execution team between the client and the decision-maker
With an open method
Every recommendation comes with the analysis that supports it, and with a clear separation between what is data and what is our assumption
The mandate
Five stages, one partner from start to finish
Diagnosis
2 to 4 weeks
Preparation
4 to 12 weeks
Market
6 to 14 weeks
Negotiation
4 to 10 weeks
Contract and closing
6 to 16 weeks
The twenty-four months before a sale
Price is formed two years before the first conversation with a buyer
Earnings and structure
- Separate personal and non-recurring expenses from earnings
- Simplify the corporate structure and intra-group agreements
- Map the personal guarantees given by the owner
Founder dependence
- Build a second line of management with real authority
- Move key customer and supplier relationships into the company
- Put into contract what today rests on verbal agreement
Auditable numbers
- Independent audit of the fiscal year
- Calculation support for every EBITDA adjustment
- Working capital peg measured month by month
Risks in plain sight
- Vendor due diligence on tax, labour and environmental matters
- Provision for or resolution of material contingencies
- Data room organised before the process opens
Competitive process
- A list of strategic and financial buyers approved by the owner
- Two-layer materials and a single offer calendar
- Every offer normalised to cash at closing
What the market repeats
Four common beliefs that cost owners dearly
“The best time to sell is when a buyer shows up”
A buyer who shows up alone has chosen their own moment and negotiates without competition. The best price comes from a process in which the seller sets the date and brings several buyers to the table
“High rates close the IPO window”
In 2006 and 2007 the Selic averaged 13.48% and there were ninety listings. What opens the window is the risk premium investors demand, not the level of the rate
“The bank is the cheapest funding”
Below a certain volume, yes. Above it, the fixed cost of an issue is diluted and the tighter spread pays off. The right comparison is by all-in cost, with cross-selling and collateral included
“Judicial reorganisation protects the company from all creditors”
Fiduciary creditors, leases and export exchange advances fall outside it. In the mid-market they usually make up most of the bank debt
The partner
Tiago H. dos Santos
Active in mergers and acquisitions and debt markets in the Brazilian middle market since 2016. Founded and led Âncora Advisory between 2017 and 2024 as sole senior partner
Insights
We publish our method
Studies on the lines that decide price in a transaction, with the workings open and the gaps disclosed where Brazilian data does not exist
Sectors
Where the learning curve is shortest
Nineteen sectors in which the activity of our four practices in Brazil is concentrated, organised in five groups
Technology and finance
- Technology and software
- Internet and digital platforms
- Financial services
- Telecoms and digital infrastructure
Infrastructure and resources
- Electric power
- Water and sanitation
- Transport, logistics and concessions
- Oil, gas and mining
- Real estate and construction
Agribusiness and the food chain
- Agribusiness and inputs
- Sugar, ethanol and biofuels
- Food and beverages
Healthcare and education
- Healthcare
- Pharma, medical devices and animal health
- Education
Consumer and industrials
- Retail and consumer goods
- Industrials and capital goods
- Chemicals, plastics and materials
- Business services
What clients usually ask
Before engaging an adviser
What is an independent financial advisory firm?
It is a firm that advises only one side of the table and has no proprietary product to sell. Revenaz does not finance transactions, does not place fund units and does not represent buyers in sale processes. Remuneration comes from the mandate, not from a product placed with the client
What does conflict-free advisory mean?
It means one client per transaction and no competing mandate in the same sector at the same time. When we advise the seller, we do not represent the buyer, neither in the same process nor in another in that sector while the mandate is running
What are the middle market and upper middle market?
In the Brazilian market, middle market usually refers to companies with annual revenue between fifty million and five hundred million reais, and upper middle market to those from five hundred million to a few billion. This is the range in which Revenaz operates
What does an M&A adviser do?
It runs the process of selling or buying an equity interest from start to finish: prepares the materials, defines the list of counterparties, coordinates due diligence, negotiates price and structure, and oversees the drafting of the definitive agreement through to signing
What is Debt Capital Markets?
It is the structuring of debt financing, ranging from bilateral bank credit to the issuance of debentures, commercial notes, receivables certificates and FIDCs (receivables investment funds) in the capital markets
What are Special Situations?
They are transactions involving distressed assets or companies undergoing reorganisation: liability restructuring, judicial and out-of-court reorganisation, economic and financial viability reports, and asset sales under time pressure
What is tailor-made advisory?
It is a mandate designed for the company's specific situation, not an off-the-shelf product. Scope, structure and timetable follow from the diagnosis, and each transaction has a partner in charge from start to finish
How does Revenaz create value in a transaction?
Through preparation before the company is exposed to the market, through the choice of the right counterparties, and through negotiating the lines that decide how much the seller actually receives: price, adjustments, holdbacks, guarantees and payment terms
Which cities does Revenaz serve?
Our offices are in Curitiba, Paraná, and in Ribeirão Preto, São Paulo, and mandates are conducted throughout Brazil and with counterparties abroad
How much does M&A advisory cost?
Remuneration combines a fixed structuring fee with a success fee on transaction value, and is agreed in writing before work begins. The percentage varies with size and complexity
If the conversation concerns a transaction, start with the essentials
Sector, order of magnitude of revenue and what stage it is at. If it concerns preparation, none of this is needed