Evolua Capital

Buying or selling a company is a decision you make once. The process has to match it.

Advisory for selling or buying companies, from the first diagnosis through to signing. We run competitive processes, built to protect confidentiality and defend the price.

A company takes decades to build and one process to change hands. If you have started thinking about it, or if someone knocked on your door with an offer, you already feel that the weight of this goes well beyond a contract. It is your wealth and it is your team. Often it is the family name on the sign out front. And there is the question that keeps circling: how do I do this well without anyone finding out before I am ready?

On the other side of the table there is almost always someone who has done this many times: investment funds, large corporate groups, professional buyers. For you it may well be the first time. What closes that gap is preparation, plus people who have sat at this table many times before. That is what M&A advisory is for.

You do this once in your life. The buyer does it all year long.

When it makes sense to talk

Someone has already made an offer

A fund or a competitor came to you and the number looks good. Good compared to what? Answering that on your own means negotiating in the dark. The first step is understanding what the company is worth and what that approach actually means.

You have started thinking about selling

No rush, nothing decided. You want to know what the business is worth, what a process like this looks like from the inside, and what you would have to sort out first. All of it without employees, clients or the market hearing anything.

Succession is still open

In the family or among the partners, nobody wants the job or is able to take it. A well-run sale often protects both things at once: what was built and the relationships that matter.

Your industry is consolidating

Competitors are being bought and the shape of the market is changing. Better to weigh your options while you still have options than to react when only one is left.

You want to grow by buying

Buying a competitor, moving into a new region. This is buy-side work: advising whoever is doing the buying, from picking the target through to signing. Same logic as a sale, running the other way.

The partnership needs a resolution

Partners with different plans, a stake to buy or to sell. A well-structured transaction settles it without wearing the company down along the way. And when that wear shows up, it shows up in the team before it shows up in the numbers.

From preparation to signing

  1. Preparation

    Every sell-side mandate, meaning every mandate to sell, starts far from the spotlight. We diagnose the business, build the value thesis (why it is worth what it is worth, and to whom) and organize the information the market is going to comb through. Because the group has tax, corporate and succession practices in house, we fix beforehand what a buyer would dig up later.

  2. Valuation and materials

    The valuation is the economic appraisal of the business: a range that holds up under hard questions, and not a number meant to please. From that range come the process materials, from the anonymous summary that opens conversations to the full document that deepens them.

  3. Qualified outreach

    We look for counterparties quietly: strategics (companies in the same sector or in neighboring ones), investment funds and family-owned groups. Each approach is made one at a time, without naming the company. The name only comes out after a confidentiality agreement is signed and real interest is shown.

  4. Negotiation and diligence

    With offers on the table, we run the negotiation keeping more than one alternative alive. That is what protects the seller. In due diligence, the detailed audit a buyer runs before signing, we coordinate the answers and defend the structure of the deal clause by clause: price, warranties and what stays on your shoulders after signing.

  5. Closing

    Signing settles less than it looks. We follow the conditions precedent, the obligations that have to be met between signing and the deal actually taking effect, and we follow the transition. What was agreed still has to turn into what happens, and that takes time.

Confidentiality comes before everything else in the mandate. Before the value thesis, before the first phone call.

Who does the work

Evolua Capital is the capital arm of Grupo Evolua. We have advised on more than R$ 400 million in strategic transactions. The group has served more than 450 companies, across more than 45 sectors and more than 10 states, and keeps its Tax, Corporate, Succession and Strategic Finance practices in house, working alongside the M&A team. Mandates are run by the partners themselves, professionals with more than 20 years of experience, out of the offices in Cascavel (PR), Brasília (DF) and Sorocaba (SP).

Felipe Machado

Felipe Machado

Founding Partner & CEO

Daniel Miecznikowski

Daniel Miecznikowski

Partner, Diligence & Tax Director

William Júlio de Oliveira

William Júlio de Oliveira

Partner, M&A Legal Director

What you end up with

An honest read on value

What holds your company's value up and what drags it down, said plainly. You walk into any conversation with the market already knowing which range you can defend.

A process built around confidentiality

Anonymous approaches, a confidentiality agreement before any identification, information released in stages. The process is built so that employees, clients and competitors only find out when you decide. And if you decide.

Qualified access to counterparties

A careful mapping of strategics, funds and family-owned groups with a real fit for your business. Every approach is picked one by one, and every one of them has a reason to be on the list.

The group's disciplines inside the diligence

Tax, corporate, succession and strategic finance under one roof. They go looking for the sensitive points before the other side's advisors get to them. Far better to find those at home.

Partners at the table, start to finish

The mandate is run by the partners themselves: Felipe Machado, Claudio Sotana, Daniel Miecznikowski and William Júlio de Oliveira. From the first diagnosis through to signing, you know exactly who you are talking to.

What if word gets out? My employees, clients and competitors cannot know.

This is the most common fear on the sell side, and it is a fair one. That is why the process is built from confidentiality outward. The first approach does not identify the company. The name only appears after a confidentiality agreement is signed. Information is released in layers, as the other side's interest gets confirmed. Counterparties enter the conversation one at a time, at the pace you authorize.

I already have an offer on the table. Do I really need a process?

A single offer negotiates against itself. With no live alternative, you have no way of telling whether the number is good and no leverage to improve it. A competitive process creates comparison, and comparison is what protects the seller. Sometimes the first offer really is the best one on the table. You only find that out after you have seen the others.

What happens to my employees?

It is the question owners raise most, and it does have an answer: this gets negotiated. What happens to the team goes on the table alongside price and warranties, and it can turn into a written commitment, from keeping the team on to the terms they work under. The earlier you set that as a priority, the more room you have to defend it. While the process is running, the team is kept out of it: information moves in layers, and the internal announcement is planned with you.

Will I receive the whole amount up front?

Not always. It is common for an offer to put part of the price up front and tie part of it to future results, what the market calls an earn-out, or to spread payment over some years. Each format changes how much risk stays with you after signing. In the negotiation we treat the payment design with the same care as the price itself. A big number with a shaky payment structure is worth less than it looks.

Who sits at the table with me?

The partners, in person. Claudio Sotana leads origination and execution. Daniel Miecznikowski handles diligence and tax. William Júlio de Oliveira is responsible for M&A legal. Felipe Machado, founding partner and CEO, oversees the mandates. They bring more than 20 years of experience each, and they are the ones with you from the first diagnosis through to signing.

What if I start the process and decide not to sell?

It happens, and it is a legitimate outcome. The decision is yours at every stage of the mandate. Plenty of owners start a process to understand their own value and their options, and come out of it still holding the company, with a clear read on what needs fixing. In that case the preparation work still stands for the next time the subject comes back.

Start with a private conversation, under confidentiality, before any decision is made. Just to see what the paths look like.