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Deal Structuring & Negotiations

Getting to yes on complex deals

Ankura’s team of experienced dealmakers helps companies agree on and close complex transactions by developing and evaluating multiple deal options, drafting and negotiating term sheets, and running the deal process from start to finish. We root our approach in a strong understanding of the parties’ interests and constraints, which then drives the creation of deal options that meet the objectives of the parties involved. To bridge divergent partner views and enable post-close success, we bring benchmarks and case studies from comparable transactions and extensive experience on other deals. We draft and negotiate term sheets, including advising our clients on appropriate positions to take to enable deal success and increase negotiating leverage. Throughout this entire process, we help clients run an efficient deal process that accelerates time to close and minimizes post-close issues, including by setting clear timelines, schedules, and goals, identifying pre-closing hurdles, and focusing on practical common solutions.

Transactions Advised
in Transaction Value
Countries Covered


Deal Options Development and Prioritization

Our consultants develop a variety of deal options aimed at incorporating the parties’ interests and constraints, including the rationale for why a party would choose each option. Those options may range from M&A to joint ventures to arm’s length contractual arrangements. The focus of our work is to align our client (or all transaction parties) around a preferred option, which can then be further detailed and structured.

Term Sheet Development and Review

We draft, review, and revise term sheets on behalf of our clients. We also can facilitate term sheet negotiation by working on behalf of all parties, instead of just one party.

Deal Process Management

Our consultants will run the deal process either as a neutral party equally serving all parties associated with the deal or on behalf of one of the parties. We can oversee various workstreams, manage interdependencies among workstreams, keep the deal on an appropriate timeline, and work to drive the deal to completion in a timely, organized manner.  

Comparable Transaction Analysis

Our team will benchmark your transaction against our extensive database of legal terms and our deal vault of comparable transactions. We find these tools to be invaluable in bridging gaps among counterparties on critical terms.

Negotiation Strategy, Planning, and Facilitation

Our consultants will work with you to determine how and when to raise key issues. We will prepare you for those discussions, including having internal deal team meetings and generating materials to support the discussion. In the room, we can support your negotiating position by bringing relevant data, including our perspectives based on our experience, benchmarking analysis and database of comparable transaction. Alternatively, we can serve as neutral party, and focus on facilitation and driving the parties to a deal that has the best chance to succeed, while balancing all of their interests. If negotiating with multiple bidders/potential partners simultaneously, we would advise on how to use this competition to more favorable deals.

Aerospace & Defense Company

Forming a Joint Venture to Pursue Work in the Middle East

Ankura was engaged by a global Aerospace & Defense company to support negotiations with its counterparty in the Middle East. The objective was to form a joint venture aimed as selling defense products into the Middle East and building a local supplier base. The joint venture was estimated to unlock more than $50B in opportunities. The Ankura team developed a set of deal options with analogous transactions supporting each option. The team facilitated a set of negotiating sessions with the counterparty. After agreeing to the overall shape and structure of the deal, our team drafted a term sheet that was signed. The joint venture is currently operational.

The Ankura Difference

We are confident our small team of very experienced dealmakers has the most extensive set of benchmarks focused on partnership legal terms and case studies of analogous transactions available.

Let’s Connect

We solve problems by operating as one firm to deliver for our clients. Where others advise, we solve. Where others consult, we partner.

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