The Firm
One client per transaction, from diagnosis to signing
We work on an exclusive basis, with one responsible partner on every mandate, and only on projects where we are convinced we will create value above what we cost
Our purpose
Closing the gap between those who sell once and those who buy all the time
The controlling shareholder of a Brazilian mid-sized company will sell the business once. Perhaps twice, over an entire lifetime
On the other side of the table sits someone who does this professionally. Someone with a team, a model, precedents and a list of comparable transactions. Someone who knows exactly which lines of the price are negotiable and which are not, having negotiated the same lines dozens of times
That asymmetry has a price, and it is measurable. An earnings adjustment the seller failed to document is worth six and a half times its own value in final price. A contingent consideration accepted without analysis pays roughly twenty-one centavos per real contracted. A personal guarantee overlooked in due diligence outlives the sale of the entire company
Revenaz exists to close that gap. We do not promise a price, because price depends on the asset and on the market. We promise that the controlling shareholder comes to the table knowing what the counterparty knows
This requires three things, and all of them take time. Exclusivity, because divided advice is not advice. Selectivity, because an adviser who accepts everything has conviction about nothing. And a published method, because those who show their own numbers accept being checked
Our principles
Four rules that apply to every mandate
Exclusive
We work with one client per transaction, on an exclusive basis. We do not run competing processes in the same sector over the same period, and the client knows this from the first conversation
Selective
We accept only projects where we are convinced we create value above what we cost. When we are not, we say so, and the conversation ends there at no cost to anyone
Partner-led
Every transaction has a responsible partner, from the first diagnosis to signing. There is no execution team between the client and the decision-maker
With an open method
Every recommendation comes with the analysis that supports it, and with a clear separation between what is data and what is our assumption
The partner
Tiago H. dos Santos
Responsible Partner
Active in mergers and acquisitions and debt capital markets in the Brazilian middle market since 2016
Founded and led Âncora Advisory from 2017 to 2024 as sole senior partner, on buy-side, sell-side and capital-raising mandates for mid-sized companies. Before that, he was a mergers and acquisitions analyst at Legacy Partners
Holds a degree in Business Administration with a concentration in Corporate Finance from PUC-PR, with executive education in mergers and acquisitions at Harvard Law School and the University of Chicago Booth School of Business, both in person
How we run a mandate
Five stages, and what each one requires of the client
The timelines below assume a transaction without significant complications. Market overlap, material contingencies or due diligence that reveals surprises extend the timetable, and we say so at the diagnosis stage, not afterwards
Diagnosis
2 to 4 weeks
Review of the business, normalised earnings and corporate structure. Mapping of personal guarantees given by the controlling shareholder and of off-balance-sheet contingencies
What we need
- Financial statements for the last three fiscal years
- Material contracts
- Schedule of guarantees and personal guarantees (aval)
- List of legal proceedings
Preparation
4 to 12 weeks
Documentation of earnings adjustments, organisation of materials and definition of the sale or capital-raising thesis. This is the stage at which most of the value is created
What we need
- Calculation support for each adjustment
- Presentation materials
- Financial model
Marketing
6 to 14 weeks
Building the list, making approaches and running the discussions. In a sale, we keep strategic and financial buyers at the same table, because comparison is what reveals the synergy
What we need
- Counterparty list approved by the client
- Confidentiality agreement
- Receipt of offers
Negotiation
4 to 10 weeks
Normalisation of offers to cash at closing, negotiation of price and structure, and management of the counterparty's due diligence
What we need
- Normalised comparison
- Letter of intent
- Data room
Contract and closing
6 to 16 weeks
Specification of the economic clauses to counsel, antitrust filing where required, and management through to settlement
What we need
- Definitive agreement
- Regulatory approvals
- Release of personal guarantees
The calendar
From diagnosis to closing, between five and thirteen months
The sum of the minimum durations of the five stages is about five months, and the sum of the maximums exceeds a year. The exclusive mandate runs twelve to twenty-four months precisely to absorb this variation without rushing the client
Fees
Three phases, with success weighing more than the fixed fee
The structure rewards completion and the price achieved. The fixed fee covers the work that happens before there is a transaction, and it is credited against the success fee when the transaction closes
Diagnosis
Thirty days
Fixed fee
A reading of the business and an answer on whether the transaction should happen. If the answer is no, the work ends here
Preparation
For as long as it takes
Monthly retainer, credited against success
Documentation of adjustments, materials, model and thesis. It is the cost of arriving at the table prepared
Mandate
Twelve to twenty-four months
Tiered success fee
A higher percentage on the portion of value above reference bands agreed at the outset. We earn more when the client receives more
How the tiers work
What we do not do
This list matters as much as the other
An adviser who accepts everything has conviction about nothing. What follows is not a posture, it is an operating rule
We do not lend and we do not invest
We do not put our own capital into the transactions we advise on. The product is the advice, and it does not compete with the client's interest
We do not act on both sides
We never advise both buyer and seller in the same transaction, under any circumstances and under any structure
We do not accept non-exclusive mandates
A process run by two advisers in parallel weakens the client's position vis-à-vis the counterparty, and we do not take part in that
We do not accept projects where we do not add value
If the transaction does not need an adviser, or if we lack depth in the sector, we say so. It is cheaper for the client to hear that in the first conversation
We do not promise a price before we know the company
A number given before reviewing normalised earnings is a guess, and a high guess is the most common way to win a mandate and lose credibility
We do not issue legal, accounting or tax opinions
We deliver the economic specification to the client's lawyer and accountant. The drafting and technical responsibility are theirs
Who comes in at each stage
We coordinate the specialists, and each comes in at the right time
Professionals engaged by the client and coordinated by us
| Diagnosis | Preparation | Market | Negotiation | Closing | |
|---|---|---|---|---|---|
| Corporate counsel | |||||
| Tax counsel | |||||
| Audit and quality of earnings | |||||
| Labour and environmental due diligence | |||||
| Antitrust counsel | |||||
| W&I insurer | |||||
| Bank or lead manager |
Why we publish
The method is on display
The decisions that most move the value of a transaction are made on lines that the market discusses qualitatively and rarely quantifies
This exposes us to scrutiny, and that is precisely the point. Anyone who disagrees with the number can disagree with the method, because the method is published
Published
- The Cost That Does Not Shrink
- The House Wins
- The Debt Map
- The Real Cost of Cheap Money
- The Acquisition Machine
- The Earnout
- The Architecture of the Deal
- The Exit Clauses
- Adjusted EBITDA
- The Contingencies
- The Grey Zone
- The Crisis Map
- Two Buyers
- The Approval
- Special Situation Assets
- Goodwill and the Burden of Proof
- The Closing Window
- The Engineering of Price
- Working Capital
- The Controlling Shareholder's Guide
- The Capital Gain
- The Middle Market Barometer
- The Guarantee That Stays
- The Closed Window
Completion record · 2017 to 2024
of sell-side mandates
led by the responsible partner reached completion
of buy-side mandates
led by the responsible partner reached completion
Record of the responsible partner between 2017 and 2024, during his time at Âncora Advisory, where he was sole senior partner. The list of transactions behind the figure is available under a confidentiality agreement, on request
Who sits on the other side
We run processes with four types of counterparty, in Brazil and abroad. The choice of whom to approach is the client's, and the shortlist comes before any conversation
Strategic buyers
Brazilian and international groups that buy to consolidate their position, enter a market or acquire capabilities that would take years to build
Private equity funds
Private equity managers in Brazil and abroad, with a stated thesis on size, sector and horizon. The conversation starts with the thesis, not the asset
Family offices
Family capital with a long horizon, which tends to accept succession structures and the founder staying on where a fund would not
Financial debt investor
Credit funds, securitisation companies and investment banks, for whom the mandate is about structure rather than sale
Transactions with a foreign counterparty
The right buyer is rarely the closest one
In a consolidated sector, the acquirer that pays most is usually abroad, because it is buying synergies the local buyer already has
Distance creates work, not an obstacle
Due diligence in two languages, a corporate structure that resolves taxation at both ends, and a timetable that respects regulatory approval on each side
Currency is part of the negotiation, not an afterthought
A US dollar price with closing in reais changes the value between signing and payment. Where there is a time lag, the variation must be addressed in the contract
Confidentiality and conflicts
The protocol that applies from the first conversation
A code name from the outset
Every transaction gets a code name, and the company’s name only circulates after the confidentiality agreement
Information in two layers
First an anonymous teaser, and only after the agreement the full materials, with sensitive data released in stages
Data room with an audit trail
Individual access, a record of who opened each document and download blocks where information is sensitive
One mandate per sector
We do not run competing processes in the same sector at the same time
No proprietary positions
We do not trade securities of companies with which we have a mandate or an ongoing conversation
Retention and disposal
Client documents are kept for the term of the mandate and returned or destroyed at the end, on request
Speak with the responsible partner
There is no screening. The conversation begins and ends with the person running the transaction