MERGERS AND ACQUISITIONS OVERVIEW

The Concept

An opportunity to acquire or merge with a competitor or complementary business is not an everyday occurrence for most businesses. Because of the infrequent demand, most businesses do not develop or retain the in-house knowledge needed to identify, negotiate and complete the transaction. As a result, when the opportunity to acquire or merge happens, businesses retain lawyers, accountants and investment or commercial bankers to help them assemble the transaction.

While this outside expertise is focused on structuring and completing the financial transaction (“the deal”), the businesses themselves are often left alone to implement the transaction and derive the expected benefits (i.e. make it a “good deal”). Regardless of the quality of the financial transaction, it only becomes a “good deal” if the implementation is successful. Successful implementations are the result of thoughtful analysis and careful planning before the deal is struck and a well-managed implementation after the transaction is closed.

A “deal’s” complete life cycle includes Feasibility/Analysis; Selection; Due Diligence; Deal Structure and Negotiation; and Realization. To be successful, different skills and experience are needed during each of these life cycle phases. While some experts understand the financial transaction, they may not understand the underlying business operation; and, therefore, it may difficult for the financial and transactional experts to identify barriers, enablers and opportunities to combining organizations and operations. Whether for start-up, early stage or successful, expanding businesses, additional business expertise should be employed to review the financial and operational goals of the transaction and help plan and implement the activities to achieve those goals. The same logic that hired the transactional experts initially should also be used to retain experts that understand the business as well as the transaction.

The following is a list of our different capabilities that can be mixed to provide the short-term expertise, experience boost or skill-bridge to meet the various challenges and opportunities that occur during the Merger and Acquisition Life Cycle:

Feasibility/Analysis

• Need Identification (objectives, risks, costs and benefits of using an inorganic growth strategy)
• Target Definition (Financial, Operational and Organizational Characteristics of the target entity)

Selection

• Target Search (Identification and Interest Assessment)
• Deal Framework (broad outline of the deal).

Due Diligence

• Financial/Asset Confirmation
• Organizational Assessment (review of Structure, People, Culture, Processes and Information Systems)

Deal Structure and Negotiation

• Term Sheet
• Covenants
• Representations and Warranties
• Financing Components

Realization

• Implementation Planning (Combinatorial Possibilities, Combined Organization Planning, Information Systems Integration Planning, Facilities Planning for Relocations)
• Closing
• Implementation (Impartial Employee Evaluations, Position Selection, Process Reengineering, Information Systems Integration)
• Post-Implementation Review (tuning the implementation)

For specific examples of these services, please click - Illustrative Accomplishments