A majority of the work we do as part of the Mergers and Acquisitions Practice consists of advice to owners of private companies to find and consummate a merger with or an acquisition by a larger private or public firm.  In a smaller number of cases we represent buyers in such transactions.  To the typical client we provide “soup-to-nuts” services in a model where we share substantially all the risk of the transaction.  By this approach of jointly owning the entire risk of the transaction, we demonstrate and ensure the full commitment of our team to the client’s cause.

A typical engagement may last between 9 to 15 months, though some simpler transactions may closer sooner, and more complex ones may take even longer than 15 months.

Our process broadly consists of the three steps, namely, “Analyze and Document”, “Market”, and “Transact and Close”.

In the “Analyze and Document” step, we thoroughly understand every aspect of the client company, including but not limited to financials, capital structure, operations, clients, prospects, and financial projections.  We also understand the goals and expectations of the shareholders of the client company.  This understanding of the company is then cross-referenced with our extensive knowledge of the requirements of the community of prospective M&A and Investment partners.  The result of this study is then captured in a set of documents which we refer to as the collateral. Such collateral ranges from anonymous, one-page, “flyers” to very detailed Information Memoranda and pitch-books or deal-books. These collateral materials are gotten approved by the client and then we are ready to market the client company.  This marks the end of the “Analyze and Document” step.

In the “Market” step we find serious, interested and qualified M&A and Investment partners for the client company.  For this purpose we personally approach decision makers in our vast network of relationships with CEOs, CFOs, heads of strategy, owners and members of the board of directors of relevant companies.  We socialize our client company using some of the collateral produced by us. The goal of this step is to get a large number of prospective partners to engage with our client company.  Once such interested parties are identified, we facilitate all communication between both sides, and thru this communication we find the best match for our client, based on financial, strategic, and other considerations.  Once such a match is found and the broad parameters of a possible deal are negotiated, we cement the understanding by negotiating and signing a Term Sheet between one qualified M&A/Investment partner and our client.  The signing of the Term Sheet represents the end of the “Market” step.

The final step is the “Transact and Close” step during which we conclude the final negotiations of all terms and conditions of the deal, support due-diligence of our client and drive the due diligence of the prospective partner, negotiate all the business terms in the final legal contracts, and assist the legal counsel and accounting professionals of our client in their role towards closing the deal. We continue in our advisory role and drive the transaction to a Closing, in a manner that maximizes the goals of our client. Our formal role, responsibilities, and deliverables, terminate at closing of the transaction.

For additional information, examples of collateral, examples of legal contracts, and case studies, or for any other information about any aspects of the Mergers and Acquisitions Advice Practice Area, please feel free to contact us directly.