M&A Advisory
Buy-side and sell-side M&A advisory for cross-border transactions involving Iranian companies and assets.
Cross-border M&A involving Iran has a narrow pool of advisers who genuinely understand both sides of the table. We act for foreign buyers acquiring Iranian targets, Iranian shareholders selling to international acquirers, and groups carving out non-core Iranian operations. Every mandate is run with a sanctions-screening overlay and a clear path to capital repatriation.
What’s Included
Target Identification
Curated long-list and short-list of acquisition targets in your sector.
- Sector mapping
- Ownership analysis
- Financial filtering
- Discreet approach
- Pipeline management
Valuation
DCF, trading-comparables, and precedent-transaction valuations adjusted for Iran risk.
- DCF model
- Comparable companies
- Precedent transactions
- Country-risk premium
- Sensitivity analysis
Deal Structuring
Design share vs asset deals, earn-outs, and roll-over equity to bridge price gaps.
- Share vs asset
- Earn-out design
- Deferred consideration
- Roll-over equity
- Working-capital target
Negotiation Support
Lead or support negotiations with Iranian shareholders and management teams.
- Term-sheet drafting
- SPA negotiation
- Reps & warranties
- Indemnity caps
- Closing conditions
DD Coordination
Manage legal, financial, tax, and commercial DD streams under one project plan.
- DD project plan
- Vendor management
- Findings synthesis
- Issues list
- Pre-closing remediation
Closing & Integration
Run the closing mechanics and the first 100 days of integration.
- Conditions precedent
- Funds flow
- Completion accounts
- Day-1 readiness
- 100-day plan
How We Engage
Mandate
Agree the mandate, fee structure, and exclusivity.
Origination
Identify and approach targets or buyers under NDA.
Negotiation
Run term-sheet, DD, and SPA negotiations to signing.
Closing
Satisfy conditions precedent, exchange funds, and transfer title.
Integration
Stand up post-closing governance and the 100-day plan.
Run Your Iran M&A Process
Engage advisers who have closed cross-border Iranian deals end-to-end.
A narrow market where execution detail decides outcomes
Cross-border Iranian M&A requires fluency in Iranian corporate law, international sanctions, and capital repatriation. We run buy-side and sell-side mandates with that overlay built in from day one.
What you receive
Engagement timeline
Packages & indicative fees
Buyer / target identification under NDA.
- Screened long-list
- Discreet approach
- NDAs in place
- Introduction memo
Process from teaser to closing.
- CIM & data room
- Bid coordination
- SPA negotiation
- Closing mechanics
- Post-close cleanup
Target through to closed acquisition.
- Thesis development
- Approach & NBO
- DD coordination
- SPA negotiation
- FIPPA registration
Fees are indicative ranges for typical scopes. Final proposal is fixed after a scoping call.
Mini case study
Challenge
Acquire 35% of a TSE-listed mining company in USD 110m all-cash, with FIPPA registration and non-USD escrow.
Outcome
Closed in 7 months, EUR-denominated escrow at acceptable regional bank, FIPPA wrap secured, and 22% Y1 IRR in IRR terms.
Frequently asked questions
A narrow market that rewards experienced advisers
Closed cross-border M&A involving Iranian targets requires fluency in three domains at once: Iranian corporate law, international sanctions, and capital repatriation. We run buy-side and sell-side mandates with that overlay built in from the first conversation.
Origination
Discreet target or buyer identification through our partner network, with first contact handled under NDA and pre-cleared sanctions screening.
Valuation discipline
DCF, trading-comps, and precedent-transaction valuations adjusted for Iran-specific country-risk premia and FX assumptions.
Closing mechanics
Conditions precedent, funds flow, completion accounts, and FIPPA registration all sequenced in one closing plan.
Frequently asked questions
Can foreign acquirers actually close on Iranian targets today?+
Yes — non-US, non-sanctioned acquirers close transactions regularly, particularly in petrochemicals, mining, and consumer sectors. We do not advise on transactions that would breach US primary sanctions.
How do you handle escrow when traditional escrow banks are unavailable?+
We use bilateral escrow with a regional bank acceptable to both sides, or a deferred-consideration structure tied to post-closing milestones. The right answer is deal-specific.
Do you co-invest?+
Selectively — only on transactions where partner-level co-investment aligns interests. Standard mandates are pure advisory with a success fee.
How are success fees structured?+
A retainer covering work-product, plus a success fee scaled to enterprise value with a minimum floor. Standard Lehman-formula variants are acceptable on larger deals.