Kroll’s Corporate Simplification
Advisory Engagement Highlights
We continue to see elevated activity in our Advisory team for our Corporate Simplification (CS)
offering particularly in supporting larger enterprises with their entity rationalisation programmes
and maximising value for shareholders when they exit their funds, businesses and operations.
We expect this theme to prevail as the transactions market outlook becomes more positive
during 2024 and organisations continue to focus on cost and risk reduction.
We anticipate a busy 2024 and beyond as:• The positive global outlook for M&A encourages
dealmakers to increase their activity, leading to groupstructure simplification in preparation for a sale topromote attractiveness to investors and maximise
deal value or as a component of post deal integration
to secure transaction synergies.
• CFOs relentlessly focus upon reducing costs andimproving cash flow and realise that the risks andcosts of carrying complexity far outweigh thoseincurred undertaking a simplification exercise.
• General Counsels and Company Secretaries
continue to mitigate enterprise risk and focus uponorganisational transparency and meeting the everincreasing governance requirements of stakeholders.
• Heads of Tax lead reorganisations to fix outdated
tax structuring and adapt to the shake-up of theinternational tax system caused by BEPS 2.0.
• Corporates transform their operating model to adapt
to the current geopolitical and economic environment
and take the opportunity to align it more closely with
their entity structure.

• Entrepreneurs and business owners seek the tax
effective extraction of capital upon business exit.
• Our specialist CS team continue to support
corporates, funds, business owners and family
offices with a variety of services, including:–

Legal entity rationalisation: planning forand implementing the elimination of entities–

Asset and investment return: maximising
realisations and returning value to shareholders/
funds tax efficiently–

Closure management: working
alongside management to implement theoperational wind-down and closure of
non-core businesses

Kroll is a specialist provider of advisory services,supporting clients and their stakeholders throughout
the business cycle, including financial assessments,
working capital management and optimisation, debt
raising and exit/ contingency planning.
A selection of recent engagements we have worked
on is showcased below.

Kroll’s Corporate Simplification Highlights

Legal Entity Rationalisation

Legal Entity Rationalisation

Asset and Investment Return

Working alongside the client and theirlegal advisors on the delivery of the UK
aspect of their legal entity rationalisation
project, feeding into a wider post-merger
integration initiative. The engagement
shall result in the elimination of approx.
30 entities.

Long-standing collaboration with leading
corporate service provider to assist in thewind down and liquidation of structured
finance special purpose vehicles at theend of their useful life. We have dealt withmore than 40 entities for our client.

Project Optic

Project Flight

Project Faith

Asset and Investment Return

Legal Entity Rationalisation

Closure Management

We advised upon the solvent wind
down and acted as liquidators of thisSME financial solutions provider whose
only option was closure following theimposition of sanctions on one of its
ultimate shareholders. Surplus assets
were returned through the liquidation
porcess to the secured creditor under
the terms of sanctions licenses.

Engaged to assist this international
airport operator in the implementationof its multiphased entity rationalisation
project, feeding into executive committee
reporting and working alongside legal
advisors to plan for liquidations andact as liquidators.

Engaged by the trustees, HSBC, towind down the multijurisdictional trust
structure (UK, Hong Kong, the BVI andPanama) of a high-net-worth individual
distributing real estate and cash assets
in accordance with a court-approved
distribution plan, following a dispute
amongst the beneficiaries.

Project BoxProject Tardis

Project Spark

Legal Entity Rationalisation

Asset and Investment ReturnClosure Management

We advised this Fortune 500 foodproduction group upon its large-scale
entity rationalisation programme, working
with its incumbent legal and tax advisors tocoordinate the appointment of liquidators
to 180 companies during a 12-month
period, resulting in material benefits
derived from the alignment of its entity
structure to its current business operations.

Engaged by an innovative investment
fund operating in the AI technology
sector with 40+ shareholders, involving
cash distributions of c£16.2mn andrealising various investment interests,
including an investment potentiallyvalued at c$100mn in a video-sharing
social networking service whilst it
pursues an NYSE direct listing.

Engaged in the wind-down andliquidation of four UK companies that had
invested in the renewable energy sector.
Our work included phased distributions
to a complex waterfall of institutional
shareholders (c€320mn), stakeholder
collaboration/reporting, and working
seamlessly with overseas advisers andtax specialists to maximise returns.

Engaged by this global facilities
management organisation to
execute the simplification of theirstructure, working with Regional
CEO, CFO, legal and finance teams toeliminate more than 70 group entities.

Kroll’s Corporate Simplification Advisory Engagement Highlights

Corporate Simplification Advisory Contacts
Eddie Bines
Managing Director andCorporate Simplification LeadUK+44 7810528828
eddie.bines@kroll.com

Jason Kardachi
Managing Director
Restructuring
Singapore+65 91012123
jason.kardachi@kroll.com

Sharon Barrett
Managing Director
Restructuring
Ireland+353 868457090
sharon.barrett@kroll.com

Mitchell Mansfield
Managing Director
Restructuring
Cayman Islands+1 3453233278
mitchell.mansfield@kroll.com

Cosimo Borrelli
Managing Director and
Co-Head of RestructuringHong Kong+852 37613800
cosimo.borrelli@kroll.com

Sarah Rayment
Managing Director and
Co-Head of Restructuring
UK+44 2070890910
sarah.rayment@kroll.com

Ben Crilly
Managing Director
Restructuring
Singapore+65 94525100
ben.crilly@kroll.com

Wielmen Rumli
Managing Director
Restructuring
Indonesia+62 2130002227
wielmen.rumli@kroll.com

David Fleming
Managing Director and
UK Head of Restructuring
UK+44 1618279155
david.fleming@kroll.com

Stefan Smyth
Managing Director
Restructuring
South Africa+27 823148809
stefan.smyth@kroll.com

Aviral Jain
Managing Director
Valuation Advisory ServicesIndia+91 9910021127
aviral.jain@kroll.com

Kevin SongManaging Director
Restructuring
China+86 13910240838
kevin.song@kroll.com

About KrollAs the leading independent provider of risk and financial advisory solutions, Kroll leverages our unique insights, data and technology to help clients stay ahead ofcomplex demands. Kroll’s global team continues the firm’s nearly 100-year history of trusted expertise spanning risk, governance, transactions and valuation. Ouradvanced solutions and intelligence provide clients the foresight they need to create an enduring competitive advantage. At Kroll, our values define who we are andhow we partner with clients and communities. Learn more at Kroll.com.
M&A advisory, capital raising and secondary market advisory services in the United States are provided by Kroll Securities, LLC (member FINRA/SIPC). M&A advisory,
capital raising and secondary market advisory services in the United Kingdom are provided by Kroll Securities Ltd., which is authorized and regulated by the Financial
Conduct Authority (FCA). Valuation Advisory Services in India are provided by Kroll Advisory Private Limited (formerly, Duff & Phelps India Private Limited), under acategory 1 merchant banker license issued by the Securities and Exchange Board of India.
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