Through our seasoned company partners, we provide expert merger and acquisition (M&A) advisory to companies with revenues between $25 million and $250 million. Our company partners have successfully completed hundreds of millions of dollars in transaction value with primary clients typically consisting of privately held, closely held family owned businesses.
The scope of sell-side assignments varies depending on the goals of each business owner. In the past, mandates have ranged from resolving family business succession issues through complete divestitures to providing business owners with liquidity and estate diversification through minority or majority equity recapitalizations. The scope of the firm’s involvement has ranged from full scale representation, in which the firm prepares the Information Memorandum, identifies potential buyers and negotiates the transaction, to special assignments in which the firm may be retained to negotiate a specific transaction with a previously identified buyer or investor.
A typical sell-side assignment involves four phases:
The Decision to Sell
During preliminary discussions prior to its engagement, the firm works closely with the prospective client to bring focus and objectivity to the decision of whether to sell. At this stage, the firm uses its experience in:
- Exploring the client’s goals and reviewing the available alternatives
- Reviewing the timeliness of the transaction
- Educating the client about the issues involved in completing a transaction
- Discussing valuation parameters
Preparing to Sell / Due Diligence
A definitive decision to sell and a formal engagement trigger the due diligence stage of the process. The experience that the firm’s investment bankers bring to this process enables them to recognize and capitalize on values that others may not see. The due diligence effort involves:
- Assessing the company’s strengths and weaknesses
- Analyzing the company’s historical earnings and projected future performance
- Reviewing the company’s operations and management infrastructure
- Researching the company’s industry and competitors
- Marketing the Business
Our company partners implement a rigorously planned marketing strategy. The firm prepares a comprehensive confidential Information Memorandum that describes the client’s business and highlights the strengths of the company. Drawing on its extensive network and proprietary database, the firm prepares a well-researched list of potential acquirers that includes strategic buyers, foreign corporations, and private investment groups. Throughout the marketing process, the investment banking team’s goals are to:
- Contact only qualified parties who have the financial means to consummate a transaction
- Maintain confidentiality during the process
Negotiation through to Closing
Our company partners stay involved as the client’s advisor, advocate and go-between right through to the final closing and transmission of cash to the seller. The goal is to determine the optimum transaction process and maximize value thus enabling the seller to gain a premium over market multiples and the largest possible “cash at closing”. The firm provides an assessment of each buyer to be certain the submitted Letters of Intent (LOI) match the client’s goals established at the outset and that the buyer has the financial ability to make the transaction. Our professionals are adept at addressing a wide range of complex issues including seller notes, “buy back provisions”, labor, benefits and environmental issues.
Without proper representation, the transaction price and “cash at closing” can deteriorate rapidly between the LOI and the signing of the Definitive Purchase Agreement. For this reason, our company partners always recommend two or three experienced and highly qualified M&A law firms. The client selects the firm he feels will provide professional legal counsel through to Closing.
During this critical phase, the investment bankers:
- Advise the client as to terms and conditions of seller notes (if any)
- Negotiate and advise client as to on-going key-man management contracts, salaries, bonus plans, and non-compete agreements
- Evaluate and negotiate formulae for “earn-outs” and “claw-back” provisions
- Identify possible “deal stoppers” and try to address them before they become terminal
- Serve as the client’s intermediary on tough issues, thus protecting the relationship between buyer and seller
The goal of our company’s investment bankers is to expedite the process by charting a safe path through the difficult steps between signed LOI and successful closing. To speed the process, the banker must anticipate problems, provide proven solutions, advise the client on business issues while the M&A law firm advises on legal issues. In this way, our partners prove their worth and aid the client in attaining his financial and wealth-building goals.
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