Mergers & Acquisitions
M&A Financing Strategy
Capital engineered for the acquisition. Control preserved.
M&A Financing Strategy is a practice-led premium advisory service under M&A & Capital. Handle designs the capital stack for an acquisition — debt, equity and hybrid instruments aligned to covenant capacity, control and enforceability — and carries it from term sheet to drawdown.
When this is needed
M&A Financing Strategy in the UAE: where the mandate begins.
- An acquisition is being priced, and debt limits and covenants have not yet been set.
- Several lenders, private credit funds or equity sponsors must be aligned behind one structure.
- Financing terms threaten board authority, family control or shareholder rights.
- An acquisition has closed, and the original financing no longer fits the consolidated business.
Matters Handle leads
Acquisition financing capabilities.
Four capabilities. One capital plan, one negotiation spine.
Acquisition Capital Structuring
Senior, mezzanine, unitranche, equity and hybrid layers aligned to control.
Lender & Investor Negotiation
Term sheets and documentation with banks, private credit and sponsors.
Financing Underwriting
Cash flows, security and covenant capacity tested before terms are agreed.
Refinancing & Recapitalisation
Facilities reset to the consolidated business after close.
The scope
M&A Financing Strategy — scope, made explicit.
A focused, premium mandate — with the capital stack, the covenants and control at the center.
Financing Strategy
Capital structure aligned to thesis, valuation and risk appetite.
Gearing & Covenants
Debt limits, coverage ratios and headroom set against stress cases.
Security Package
Security and credit support designed for enforceability and flexibility.
Documentation Alignment
Facility and intercreditor terms coordinated with the SPA and shareholder documents.
Post-Close Reset
Refinancing and covenant reset strategies.
The mandate
Acquisition financing is about control of terms.
Access to capital is rarely the constraint; terms, timing and enforcement are. Handle sets capital structure, debt limits and covenants before price is signalled — so lenders do not dictate terms late in the process.
The commercial model and covenant design drive the drafting of facility, security and intercreditor documents. Financing and M&A documents run on one timeline, and UAE, DIFC and ADGM structures serve as the financing hub where they fit the deal.
What the mandate delivers
- Financing strategy aligned to the acquisition thesis
- Capital stack architecture across instruments
- Lender and investor selection and term sheets
- Debt capacity, coverage and covenant modelling
- Security and intercreditor coordination
- Refinancing and recapitalisation plans
How the work runs
Four disciplines. One financed close.
Every acquisition is financed on terms modelled, negotiated, documented and sustainable.
01
Early Architecture
Capital structure fixed before price or structure is signalled to the counterparty.
02
Stress-Tested Gearing
Covenants set against realistic post-close cash flows and integration risk.
03
Single Negotiation Spine
Banks, private credit, equity and counsel aligned to one structure and timetable.
04
Control Protection
Change-of-control, observer and veto terms limited in the financing documents.
The Handle model
Practice-led. Never fragmented.
The transaction may begin here — it stays connected to strategy, capital and law.
Strategy & Operations
The work stays connected to market position, operating model, performance and execution governance.
M&A & Capital
The work stays aware of capital readiness, investor review, transaction logic and deployment discipline where relevant.
Legal & Regulatory
The work stays protected through structure, rights, governance, enforceability and regulatory or dispute readiness.
Why Handle
Structures that close and perform.
Banks place capital; Handle architects the structure from the vantage point of the board — across lenders, instruments and jurisdictions, with no product bias.
- Strategy, structuring, negotiation and documentation in one mandate
- Debt, equity and hybrids engineered to protect control
- Familiarity with UAE, DIFC and ADGM lending structures
- Covenants tight enough for lenders, flexible enough for growth
- Financing aligned with shareholder and governance documents
- Fewer financing surprises and higher certainty of close
Before offering your business for M&A, you must raise it with discipline. Strengthen governance, restore financial clarity, and sharpen strategy. A parented business attracts investors with confidence, not discounts.
Mohamed abu El-MakaremManaging Partner & Chairman
Engagement paths
Where this work typically begins.
Growth & Expansion
When the asset must scale capacity, geography, capital, partnerships or market share.
Turnaround
When the asset must reset structure, capital, law, governance and operations under pressure.
Coverage
Applied across the seven priority verticals.
Handle structures acquisition financing for corporates, family enterprises and private capital through UAE banks, regional and international lenders, private credit funds and equity sponsors — with security and credit support aligned to local law in each relevant jurisdiction.
Priority verticals · Where Handle operates
Industry & ManufacturingInfrastructure & Strategic AssetsHealthcare & PharmaEnergyEnvironment & SustainabilityAdvanced Technology & AIFood Security & Agritech
Related service lines · Mergers & Acquisitions
Transaction capabilities · Explore further
Transaction Services & TargetingCross-Border M&A StrategyCommercial Due DiligenceFinancial & Tax Due DiligenceRegulatory & Compliance in M&AESG & Sustainability in M&AValuation & Synergy AnalysisShareholder & Term Sheet AdvisoryStrategic Partnerships & Joint VenturesFamily Business M&A AdvisorySovereign & Public Sector M&AM&A Risk & Legal StructuringIntegration Governance & Change Strategy
Across the Handle model
Questions, answered
M&A Financing Strategy — questions, answered.
How Handle structures financing for acquisitions.
What is an M&A financing strategy?
The plan for how an acquisition is funded — the mix of debt, equity and hybrid instruments, their terms, and how they protect control and close the deal.
When should the financing strategy be set?
At the front of the deal, before price or structure is signalled, so financing does not dictate terms late in the process.
Which types of capital can be used?
Senior bank debt, unitranche and private credit, mezzanine, preferred and common equity, vendor financing, earn-outs and shareholder loans.
How is control protected in acquisition financing?
Change-of-control triggers, observer rights, vetoes and information rights are limited at term sheet stage and aligned with shareholder documents.
How are debt levels and covenants set?
From realistic post-close cash flows and stress scenarios, leaving headroom for integration, capex and bolt-on acquisitions.
Can existing bank relationships be used?
Yes. Existing lenders can anchor a bilateral or club facility, with new lenders introduced where depth or flexibility is lacking.
How are cross-border financing issues handled?
Security perfection, financial assistance limits and licensing are addressed upfront, with local counsel instructed in each relevant jurisdiction.
Does Handle work on sell-side financing?
Yes. Businesses are positioned to be financeable for a wide range of buyers, including through vendor financing or pre-sale recapitalisation.
What happens to financing after an acquisition closes?
The structure is reassessed against the consolidated business and refinanced or recapitalised where covenants are restrictive or mispriced.
Insights
Perspectives from live mandates.
Partner-led analysis on law, capital and strategy, shaped by boardroom realities across the UAE and the GCC.
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Work with Handle
Begin with M&A Financing Strategy — kept connected to the whole Handle model.
When the acquisition must be financed without losing control.
Request an initial review
When capital terms will decide the deal.
Set out the matter. A partner reviews it and responds with a defined route, strategy and accountable lead.
- Partner-level review of every request
- Strict confidentiality and privilege from first contact
- One accountable partner from review to execution
