Why Deal Design Matters as Much as Deal Size

When it comes to mergers and acquisitions, capital is only one side of the equation. The structure of the deal — how it’s framed, financed, regulated, and integrated — can make or break its long-term value.

At Umma Capital, we work with institutions across Central Asia and Europe to design transactions that aren’t just profitable, but resilient. In today’s volatile global climate, resilience is the true benchmark of a successful deal.

1. The Misconception: Bigger Is Better

Many firms focus solely on valuation and funding. But chasing scale without structure leads to:

• Regulatory delays

• Post-deal integration failures

• Hidden risk exposure

• Missed synergy opportunities

The reality? Resilient deals are designed with precision — not just deep pockets.

2. What Makes a Deal Resilient?

A resilient transaction is one that holds up under pressure. Whether it's market shifts, regulatory changes, or operational risks, a well-structured deal stays intact. Here’s what it requires:

Regulatory Intelligence
Understanding the cross-border compliance landscape is key. From capital controls in Kazakhstan to anti-monopoly legislation in Uzbekistan, we ensure nothing is overlooked.

Risk Distribution
We structure deals to spread operational, financial, and political risk — not concentrate it.

Tax Efficiency
Transaction structures that maximize post-deal profitability through compliant tax optimization across jurisdictions.

Governance Alignment
Well-structured governance terms avoid decision-making deadlocks post-acquisition, especially in joint ventures or state-linked deals.

3. Our Approach to Structuring Success

At Umma Capital, deal structuring is not a template — it’s a tailored process. Every engagement begins with strategic discovery, and unfolds in layered phases:

1. Due Diligence That Looks Beyond the Balance Sheet
We assess not just assets, but legal liabilities, ESG exposure, and reputational risk.

2. Regulatory Mapping & Pre-Approval Strategy
Engaging regulators early and shaping structures that match their frameworks.

3. Deal Design Workshops
Cross-functional collaboration between legal, financial, and operational advisors to ensure holistic structuring.

4. Post-Merger Value Realization Planning
We align structuring with what happens after the deal — from talent integration to tech stack harmonization.

4. Structuring Across Borders: Central Asia in Focus

Every market we work in requires a different approach. For example:

• Kazakhstan: Working within both AIFC and national regulations demands a dual-compliance strategy.

• Uzbekistan: State-linked entities require special considerations for public-private ownership transfer.

• Kyrgyzstan: Smaller, agile markets often call for simplified structures with optional scalability.

Our in-market experience helps clients build deals that are both sophisticated and practical.

5. Case in Point: Capital Raising Meets Strategic Flexibility

We recently advised a financial institution on a capital raise involving investors across Europe and Central Asia. Rather than a traditional equity deal, we designed a hybrid instrument that:

• Preserved voting rights for founders

• Met the regulatory conditions of three jurisdictions

• Created a built-in pathway for future acquisition

The result? Lower friction, higher investor confidence, and better long-term optionality.

The Takeaway: Capital is a Tool — Structure is a Strategy

In uncertain times, institutions need more than funding — they need deal structures that can withstand market change, regulatory evolution, and strategic shifts.

At Umma Capital, we don’t just close deals. We future-proof them.

Let’s talk about structuring a deal that delivers — today and tomorrow.