“Maximising

performance and

opportunities

through robust

decision making”

Contents Introduction ............................................................................................................................ 8

Services .................................................................................................................................... 9

Transaction Services ............................................................................................................ 11

Mergers and Acquisitions ................................................................................................... 13

Financial Modelling ............................................................................................................. 14

Valuation Services ............................................................................................................... 16

Our Team .............................................................................................................................. 19

Introduction

MBA Corporate Finance offers transactional services, valuations, due diligence

and merger and acquisition advisory services Australia-wide.

The depth of our team provides reliability and technical expertise, while our

established close relationships allow us to be highly responsive and adaptable to

your needs.

Our service style and what sets us apart

We believe that providing quality service is what most firms do, but it is our

approach to client service that ensures we build a strong working relationship,

develop a deep understanding of your business and provide you with a level of

attention and care that makes it easy to work with us.

We work with organisations of all sizes and understand the 5 key drivers to wanting

to do business with us:

Timely responses

High level of partner contact time

Hands on operating style and a practical approach

Deep understanding of your industry, and

People who understand your culture and how you operate

Delivering value driven service

We focus on delivering a value driven service based on successful long-term

business relationships. We strive to demonstrate our values with the ultimate

outcome being solid growth and benefit to all of your organisation’s stakeholders.

Relationship focus

By focusing on what’s important to you, we build extraordinary relationships with

our clients. We adopt a partnership-style approach, act responsibly and ethically,

keep our promises to you, while maintaining open and honest lines of

communication.

Using this approach allows us to really know you and your organisation. With this

insight, we look for innovative ways to help you maximise growth opportunities,

improve processes and avoid pitfalls.

Services

Our specialist team is highly qualified and experienced in all aspects of corporate

finance.

Transaction Services

Financial Modelling

Mergers & Acquisitions

Valuation Services

The MBA Corporate Finance &

Strategy team helped and backed

me each step of the way. Their

guidance from when I first floated the

idea of purchasing a business,

through each step of the due

diligence process and negotiating a

successful completion of the

transaction was exemplary.

Robert, Springwood, Qld

Transaction Services

Acquisition and vendor due diligence

Independent accountant reports and forecast reviews

Independent pre-lending reviews

Capital raisings

Debt advisory

Tax strategy and structuring

Information memorandum preparation

Financial Modelling

Financial model construction

Financial model review

Project analysis

Project feasibility

Project financing

Mergers & Acquisitions

Deal initiation

Buy/sell side lead advisory

Management buy-outs

Management buy-ins

Corporate restructuring

Sourcing private equity

Financial re-engineering

Information memorandum preparation

Pre-IPO structuring and preparation

Industry rationalisation

Business consolidation

Valuation Services

Independent expert reports

Intangible assets

Purchase price allocation

Impairment testing

Employee share and option plans

Debt and derivatives

Litigation support and disputes

Tax planning and compliance

Strategic value advice

Mergers and acquisitions

Disposals

Due diligence process

Transaction Services

Whatever your strategic decision or transaction needs, our advisory specialists can

assist in all aspects of corporate finance advice.

Our advice and reports cover a variety of transactions including corporate

restructures, acquisitions and disposal of assets, share buy-backs, takeovers, and

general merger and acquisition activity.

Acquisition and Vendor Due Diligence

Making the right investment decisions is crucial. We assist you by keeping you fully

informed, and identifying and rectifying issues as they arise.

We add value to your due diligence process by making it as seamless as possible,

which allows you to concentrate on your core business.

Independent Accountants Reports and Forecast Reviews

We provide you with a service which extends beyond the formal sign-off letter

included with prospectuses and public disclosure documents.

Our experience in Independent Accountants Reports extends to capital raisings of

various sizes across a wide range of industries.

Independent Pre-Lending Reviews

When initial or additional lending facilities are required, we can assist in reviewing

your company’s position and provide advice regarding how to best place your

business.

Our team ensures this is completed with minimum stress and complications for all

parties and assists in making the right lending decision based on the financial facts.

Capital Raisings

Our expert knowledge allows us to assist with facilitating successful capital raisings

within the Australian Stock Exchange.

Debt Advisory

Our experience in structuring, sourcing and negotiating debt solutions, our

knowledge of the market and our relationships with major debt providers ensures

that you obtain the most suitable funding package to meet the requirements of

your business.

Tax Strategy and Structuring

We provide tax due diligence services coupled with timely tax advice on matters

such as capital gains tax, stamp duty issues or tax consolidations.

Mergers and Acquisitions

Mergers and acquisitions advisory transactions can include complex financial,

regulatory and operational issues. Our team offers a blend of experience and

capability and will be involved throughout the transaction to ensure a seamless

process.

We provide the right advice at the right time, including:

Deal initiation;

Buy/sell side lead advisory;

Management buy-outs/buy-ins;

Corporate restructuring;

Sourcing private equity;

Financial re-engineering;

Information memorandum

preparation;

Pre-IPO structuring and

preparation;

Industry rationalisation; and

Business consolidation

We take the time to understand your goals from the outset and we see our

involvement as ongoing through to completion.

Communication is the key to the success of any transaction and we ensure that

communication at a partner level is frequent and open throughout the

engagement.

Financial Modelling

We work closely with your team to build a financial model specifically for your

needs. We can also perform reviews on existing models.

We have developed robust modelling protocols and are experienced in:

Valuations;

Project analysis;

Finance;

Restructuring; and

Accounting

Our experience allows us to understand your business and the critical issues it may

face.

Financial Model Construction

All of our models are built using our best practice methodology and independently

quality assured by our advisory team.

Financial models can be complicated, so we design our models to be user

friendly, flexible and tailored to your needs. We can support you by either building

the model for you or training your team in our model development approach.

Financial Model Review

With financial models becoming more and more complex, there is a need for

rigorous and independent reviews.

We perform reviews on existing models, to test the mathematical accuracy and

integrity of the model or to confirm that the assumptions used have been

accurately incorporated into the model. We work closely with you, your financiers

and sponsors to ensure the best outcome.

Our modelling experience encompasses:

Project finance;

Public Private Partnerships;

Working capital; and

Mergers and acquisition.

Project Analysis

Complex financial models are the key to the majority of private and public sector

projects that require appraisal.

Our team provides support to project finance funders, private sector shareholders

and credit guarantee agencies on all financial aspects of project finance.

Project Feasibility

A feasibility study focuses on answering the essential question of “should we

proceed with the proposed project idea?” We work closely with you when you are

contemplating a project and assist with the assessment of scenarios and the

impact they may have on the project.

Project Funding

Institutions may rely on model outputs to assess funding requirements or to monitor

projects at key stages. Each project presents a particular set of challenges and

risks and we adapt our approach to your requirements.

Our models are a valuable tool when it comes to testing different “what if?”

scenarios.

The team at MBA Corporate Finance

& Strategy saved me from making a

very costly decision. Their

projections and modelling of the

business I wanted to purchase

showed me that doing so would not

be a wise financial investment.

Elizabeth, Broadbeach Qld

Valuation Services

Our valuation methodology is based on internationally accepted valuation theory,

which we combine with sound commercial acumen. Our team provides

technically sound, commercially focussed, independent business and intangible

asset valuations.

Independent Expert Reports

The preparation of Independent Expert Reports requires technical valuation skills

and astute commercial awareness of the deal dynamics as well as consideration

of non-quantitative factors by stakeholders.

We have prepared Independent Expert Reports for a number of transactions of

various sizes across a diverse range of industries.

Intangible Assets

We offer comprehensive and independent valuation services to establish values

for intangible assets and goodwill on acquisitions, restructures and subsequent

impairment assessments.

Purchase Price Allocation

In order to establish values for intangible assets and goodwill acquired in an

acquisition, we offer you comprehensive independent valuation services. The

allocation of value between tangible and intangible assets and goodwill, and the

apportionment to appropriate cash-generating units is critical, given the possible

effects on future earnings and task outcomes.

We recommend wherever possible, that valuations for tax consolidation are

undertaken alongside the valuation for accounting purposes.

Impairment Testing

Impairment of tangible, goodwill and intangible assets has become a key issue for

management and auditors alike. More so than ever, tangible and intangible

valuations are being scrutinised by ASIC, and management is often unaware of

the complexities involved.

We can assist in determining whether an asset is impaired and can assist in

discussions with your auditor in relation to impairment issues.

Employee Share and Option Plans

Valuations are often required for financial reporting and tax purposes. When we

are involved for tax purposes, we work closely with our tax specialists to assist with

the design and implementation of employee share schemes. We ensure they are

designed so that they remain effective and are relatively low maintenance to

administer.

Debt and Derivatives

We have experience in the valuation of debt instruments across various industries.

Also, we can review your third party debt valuations.

We have undertaken valuations of distressed debt, various classes of company

debt in regards to different contractual terms, mark-to-market of non-listed/illiquid

debt at year end, as well as determining the debt and equity components of

convertible debt to be recorded in the financial statements.

Our knowledge and expertise encompasses a variety of valuation methodologies.

We can assist in assessing underlying cashflows and identifying any associated risks

and issues that may arise. We benchmark relevant rates of return, and may any

necessary adjustments relating to specific contractual matters such as the class of

securities or conversion features.

Litigation Support and Disputes

Whether appointed as a single expert, expert to one party or critiquing another

expert’s valuation, we ensure that our procedures are robust and thorough, and

our opinions are independent and supportable.

Tax Planning and Compliance

We provide valuations to support the setting of tax cost bases in the event of

restructures and transactions, and valuations to assist with tax consolidation

requirements.

Strategic Value Advice

Where companies are contemplating a transaction or restructure, we assist with

assessment of value of the various options and the impact on the value of the

company as a whole.

Mergers and Acquisitions and Disposals

We assist with the determination of indicative value ranges pre-M&A activity to

assist clients and advisers manage their expectations as far as likely purchase/sale

price for particular businesses. During the valuation process, we identify key value

drivers that assist with planning the M&A strategy.

Due Diligence Process

The due diligence process covers a wide range of areas including operations,

legal and financial matters. The extent of procedures required under each area is

dependent upon the nature of the actual transaction.

Our financial due diligence process typically includes a review of the following

areas:

Historical financial results

Current financial position

Forecast financial results

Working capital requirements

Employee entitlements provisions

Valuation implications

Risks and opportunities

Taxation implications

Ideally, the financial due diligence process should commence as soon as practical

when negotiating to acquire a company or business.

Our Team

Geoff Missen, FCA GAICD

Managing Partner

Office 1300 667 897

Mobile 0409 699 804

Email gmissen@mbacorporate.com.au

Nicole Pericic, CA

Office 1300 667 897

Direct 07 5557 8720

Email npericic@mbacorporate.com.au