M&A Advisory Group AG Where trust and values meet, growth follows. Discretion. Clarity. Success.

What a proper sell-side delivers

A serious sell-side is not “finding someone who might pay.” It is a controlled project: clarifying what is for sale (equity, assets, concessions, contracts), fixing inconsistencies before buyers see them, mapping who can actually fund and close in your sector, and then negotiating from a position where multiple credible parties compete for the mandate-without losing control of timing or confidentiality.

Why infrastructure sell-sides differ

Infrastructure deals sit at the intersection of long-term cash flows, regulation, and capital structure. Buyers are often pension funds, insurers, infrastructure funds, or strategics with strict investment committees. They read concessions, offtake, O&M contracts, and capex plans as carefully as they read financial statements. That means the data room, model, and Q&A discipline must be as tight as the legal documentation-otherwise diligence drifts, price leaks, or the process collapses late.

• Asset clarity: what exactly transfers-SPV shares, asset bundles, licences, and how change-of-control and step-in clauses interact.
• Regulatory path: sector-specific approvals, tariff or toll mechanisms, and how buyers underwrite them across jurisdictions (especially across DACH).
• Funding reality: who can underwrite long-dated, often project-finance-style cash flows-and on what timeline.

How we run the process

1. Prepare: vendor-side diligence, equity story, “one version of the truth” model, and a defensible base case with transparent sensitivities (traffic, power price, inflation, lifecycle capex).
2. Target: a focused long list of buyers with real mandate and capital-not a scattershot broadcast. We align outreach with your confidentiality needs and regulatory constraints.
3. Execute: structured data room, disciplined Q&A, management sessions that stay on-message, and parallel workstreams (technical, legal, tax, insurance) so bottlenecks do not become price discounts.
4. Negotiate & close: IOI → binding offer comparison on a like-for-like basis, SPA negotiation with clear remedies and conditionality, and support through signing and closing deliverables.

Confidentiality, trust, and speed

Many sellers worry about leaks to employees, customers, or regulators. We design processes with staged disclosure, clean-room materials where needed, and legal protocols that match your risk appetite. At the same time, we avoid unnecessary theatre: every buyer question should earn an answer that moves the deal forward-otherwise you burn management time and lose momentum.

What “good” looks like at the end

A strong sell-side outcome is not only headline price. It is the right buyer with a high probability of completion, terms that survive scrutiny (warranties, conditionality, earn-outs if any), and a timeline that protects your business during the transition. We stay focused on that full picture-so you can sign with confidence, not relief alone.

What a proper buy-side delivers

A serious buy-side is not “winning the auction at any price.” It is a controlled investment process: clarifying what you are actually buying (contracts, capex, regulatory optionality, people), mapping what must be true for the deal to clear your hurdle rate, and building a negotiation plan that converts findings into price, risk allocation, and conditionality, without losing momentum or credibility with the seller.

Why infrastructure buy-sides differ

Infrastructure acquisitions are long-duration bets. Small errors in traffic, production, tariff indexation, or lifecycle capex compound over decades. Sellers often present an “investment case” that is plausible but not yet diligence-grade, so the buyer must run an independent technical, commercial, and legal read that matches how lenders and regulators will stress the same facts.

• Technical reality: asset condition, redundancy, obsolescence risk, and what capex is truly discretionary vs. mandated.
• Commercial reality: contract mechanics, counterparty quality, volume risk, and how revenue converts to cash after maintenance and insurance.
• Funding and execution: debt capacity, covenant headroom, timeline to close, and what must be true for a seamless handover on day one.

How we run the process

1. Screen & shape: mandate definition, universe scan, and early red-flag review so you do not waste management on unlikely targets.
2. Diligence: coordinated workstreams (commercial, technical, tax, legal, insurance) with a single issues log, clear materiality thresholds, and weekly decision hygiene.
3. Value & terms: bridging vendor narrative to your underwriting case; translating findings into SPA mechanics (caps, baskets, MAC definitions, earn-outs, escrow).
4. Close & transition: integration planning inputs, lender deliverables, and operational readiness so closing does not become the day the surprises start.

Price discipline, reputation, and speed

Boards and investment committees hate avoidable surprises after signing. We bias early toward “bad news first”: if the asset is not what it was marketed to be, you should know before you are emotionally committed to a headline number. Where the process is competitive, we help you stay disciplined while still offering credibility to sellers and protecting your walk-away economics.

What “good” looks like at the end

A strong buy-side outcome is not only paying the lowest price. It is buying the right risk bundle (what you can live with under stress), securing terms that match how you will operate the asset, and closing with a plan that turns the thesis into cash flows on day one and day one thousand.

What strong capital advisory delivers

It is not “a prettier deck.” It is a coherent package: a cash flow and risk narrative that matches the asset, a capital structure that fits the business plan, a comparables and rating logic that stands up to challenge, and a timeline that coordinates sponsors, advisers, and counterparties so momentum does not die in the gap between term sheet and close.

Why infrastructure capital is different

Infrastructure cash flows are often long-dated, regulated, or contractually shaped, with capex cycles that do not map neatly to generic corporate templates. Debt investors care about covenant headroom, DSRA sizing, step-in mechanics, and what happens under stress. Equity partners care about governance, downside cases, and exit windows. A capital process must speak both languages at once, without contradicting the sponsor’s operating reality.

• Debt paths: bank club vs. bond vs. institutional private placements, and how covenants interact with concession renewals, tariffs, or offtake.
• Equity paths: control vs. minority, co-invest structures, and terms that survive long-term partnership (veto rights, drag/tag, information rights, reserved matters).
• Cross-border reality: DACH and adjacent markets often mean multiple currencies, tax angles, and investor bases that must be sequenced cleanly.

How we run the process

1. Diagnose: baseline capital stack, constraints, and what “success” means (cheapest cost of capital vs. flexibility vs. speed to close).
2. Design: structure options with transparent trade-offs, model bridges lenders can replicate, and a disclosure plan that does not create surprises in week six of diligence.
3. Execute: targeted outreach, disciplined data room and Q&A, parallel workstreams for ratings, legal opinions, and technical advisers where needed.
4. Close: alignment on conditions precedent, funding mechanics, and post-close reporting so the asset can operate without the finance workstream becoming a second job.

Credibility, confidentiality, and discipline

Markets punish inconsistency. We keep messaging tight across sponsor teams, boards, and investors, and we treat confidentiality as operational hygiene, not a slogan. Where a process is sensitive, we stage disclosure and keep a single controlled narrative so price discovery does not become rumor discovery.

What “good” looks like at the end

A strong capital outcome is not only the tightest spread or the highest headline valuation. It is a structure you can live with under stress, documentation that matches what you promised in the room, and a closing path that preserves optionality for the next phase of the asset’s life.

What we mean by “special situations”

Special situations are defined less by sector label and more by constraints: liquidity pressure, covenant tightness, regulatory deadlines, shareholder conflicts, or a need to transact without losing operational control. The work is often a blend of M&A judgement, capital structure thinking, and communications discipline, executed with legal and technical precision so you do not trade speed for avoidable regret.

Why infrastructure adds complexity

Infrastructure assets are rarely “turn off and sell.” They sit inside concessions, public frameworks, long-term contracts, and often public expectations. A special situation may need to reconcile lenders, regulators, municipalities, and strategic partners at the same time. That means sequencing matters as much as valuation: the wrong disclosure at the wrong moment can freeze a process or trigger outcomes you cannot reverse.

• Regulatory and political optics: what can be said, when, and to whom, without harming permits, tariffs, or concession stability.
• Capital structure cross-currents: covenant resets, waivers, bridge solutions, and how a transaction interacts with existing lenders and security packages.
• Operational continuity: keeping service delivery stable while ownership, control, or funding changes are negotiated in parallel.

How we run the work

1. Stabilise: clarify facts, stakeholders, and decision rights; define what must not break while options are explored.
2. Option-build: a small set of credible paths (not an endless menu), each with clear trade-offs, timing, and execution risk.
3. Align: board, sponsor, management, and advisers on one narrative and one set of non-negotiables so counterparties hear consistency.
4. Execute: tight project management across legal, technical, and financing tracks, with explicit escalation rules when surprises appear.

Judgement under pressure

Special situations reward calm mechanics and honest advice. We bias toward decisions you can defend later: what to disclose, what to fix before it becomes diligence bait, when to narrow the option set, and when speed is an advantage versus when it creates completion risk. If the best outcome is “do not transact yet,” we will say so clearly, with a plan that still improves your position.

What “good” looks like at the end

A strong outcome is not only “a deal got signed.” It is a path that fits the facts, terms that match the risk you accepted, and an organisation that can operate the asset credibly the day after the headlines fade.

What we do

We advise on sell-side and buy-side processes, capital raises and refinancings, and strategic and special situations—with deep sector focus on regulated and long-life infrastructure described under Our Specialisation.

How we are organised

We operate as a partnership-style advisory boutique at institutional standards: small senior teams, direct access to decision-makers, and no conflicts from balance-sheet lending or prop trading. Our hub is in Switzerland with reach into Germany, Austria, and Schaan; see Offices for locations and contact routes.

Engage with us

Whether you are preparing a sale, building a buy-side thesis, or shaping capital for the next phase of an asset, the Engage section lists concrete entry points—or use Offices to reach the right desk directly.

Zug (headquarters)

M&A Advisory Group AG
Bahnhofstrasse 7
6300 Zug
Switzerland

Düsseldorf

Our Germany-facing team supports sponsors and investors on Rhineland and national mandates.

Vienna (Wien)

Our Austria-facing team supports sponsors and investors on national and cross-border mandates.

Schaan

The Schaan presence supports select clients and structures with a Schaan-focused mandate.

General contact

Email enquiry

Profiles we look for

• M&A and corporate finance backgrounds with genuine interest in infrastructure economics.
• Engineers, project financiers, or lawyers who want to sit closer to transaction dynamics.
• Experienced associates and VPs who value small teams, direct partner exposure, and high ownership.

Culture

Confidentiality is non-negotiable. We invest in training, fair pacing around live processes, and a direct feedback culture. We are an equal opportunity employer; hiring decisions are merit-based and aligned with Swiss and applicable local law.

How to apply

Send a CV and short cover letter through the contact routes in the Offices section, or reach out through a partner introduction. We read every application and aim to reply within two weeks; where timelines overlap with live processes, acknowledgements may take slightly longer. With consent, we may retain strong profiles for future searches.