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To choose the right path
you must know all
the possible alternatives.

We integrate our clients'
financial and legal professionals
into one cohesive team
to achieve their goals.

We achieve superior
results for our clients
through the development
of a structured plan.

The Merger & Acquisition Process

Most business owners aren't nearly as familiar with what it takes to maximize the benefits of a transition strategy for their company as they are at running it. Being prepared is the key, as is understanding and monitoring the market. You'll need to know your options in order to develop an exit plan that will yield the most rewarding results. It takes time, research and an understanding of potential results.

Market Valuation

An assessment of the Company's current market value and its projected future financial performance starts with a business overview. A summary of the operations of the company - its history, products, organization, facilities and ownership. Sales organization and marketing approaches are reviewed, as are competitive factors. The Valuation Process addresses the following:

  • Analyze financial statements
  • Economic outlook in general & the outlook of the specific industry
  • Prepare adjusted financial statements - Recast
  • Prepare projected financials - Proforma
  • Review business history
  • Determine the goodwill or other intangible value
  • Research of economic, industry & guideline co. information
  • Capital requirements going forward
  • Risk analysis
  • Apply appropriate valuation methods from the three valuation approaches

Exit Planning

A key factor in the decision to sell your business is determining your future plans-not only what you want to do and achieve, but how you will manage your wealth. The process focuses on your persoanl needs (estate planning, debt resolution, continuing business involvement), tax issues and business issues to form the basis for your personal exit plan. An assessment of the options available forms the deal structure as it relates to an asset sale, stock sale, merger, tax free reorganization, or ESOP and the form of compensation you are seeking - cash, stock, secured notes, convertible bonds, share of future earnings, royalties, consulting agreements, non-compete, or buy back opportunities. You need to identify strategies that address the following questions:

  • Transaction alternatives - Recap, Transfer, ESOP, MBO, Full or Partial Sale
  • When might be the right time to sell?
  • Should all or part of the business be sold?
  • Is the company ready for sale, should the focus be on building value for a future sale?
  • How do I prepare my company for sale?
  • Tax planning issues - Trusts, Gifting, Spin-offs
  • Minimizing estate tax obligations
  • Impact of Corporate form on taxes
  • Evaluation of reinvestment options

Structured Marketing Process

A selling price is never communicated to potential buyers. We maximize value with targeted research and analysis of the sellers business and industry. We filter out shoppers and encourage serious buyers. Process includes the following:

  • Confidential process - all material disseminated has been agreed to in advance by the seller and only after the buyer signs a Non-Disclosure Agreement
  • Offering Memorandum & Profile are comprehensive marketing documents of the business. These documents present the business factually and persuasively to prospective buyers.
  • Prospecting for buyers using proprietary databases of active prospective buyers both domestic and international
  • Buyer assessment and screening on all prospective buyers is done to develop motives
  • Deal structuring focuses on the seller's personal needs and takes into consideration the potential options for cash, stock, secured notes, unsecured notes, future earnings, royalties, consulting, non-compete agreements, and tax advantages strategies etc.
  • Negotiating knowledge and experience to effectively deal with sophisticated buyers to develop counter proposals and negotiate a final letter of intent

Letter Of Intent

"Lawyers are deal killers". Nothing could be further from the truth. What typically happens is two parties go to their respective attorney's with nothing more then a term sheet and find out there is a lot of negotiating left to do before they can get to the Definitive Purchase Agreement. Attorney's get blamed when deals don't happen, when in fact the buyer & seller had not thoroughly understood the deal themselves. The following items are negotiated in the LOI.

  • Defining Due Diligence Period
  • Deal structure - Asset versus Stock
  • Price & Terms
  • Earn out Provisions
  • Purchase Price Adjustments
  • Liability obligations
  • Non-solicitation Agreement
  • Break up fees & No shop provisions
  • ISRA & ERISA issues
  • Disclosure of material facts & changes in the business
  • Post closing insurance policies
  • Product liability issues
  • Pre closing tax liabilities
  • Representations and warranties
  • Indemnification issues

Buyer Due Diligence

Throwing your business wide open for an in-depth investigation by prospective buyers, their bankers, attorneys, accountants, tax advisors, operations managers and others can be a daunting prospect. A substantial percentage of the deals can fall apart if preparations and guidance are not done. Process includes the following:

  • Focus the seller on running the business during the process
  • Management of the process by working with all parties in maintaining an objective view toward the real value of the business
  • Preparing comprehensive documentation and anticipating the Due Diligence items
  • Having detailed fluency with potential issues that may arise
  • Maintain momentum and time lines during the process to keep it on track
  • Having a ready list of back-up buyers if there is a loss of momentum

Definitive Purchase Agreement

The Definitive Purchase Agreement sets forth the details of the transaction including the financing sources, regulatory approvals and other specific conditions of sale. Generally it occurs in tandem with or subsequent to the completion of the due diligence process. We review with both attorneys the Letter of Intent as it pertains to:

  • Earnout provisions
  • Purchase price adjustments
  • Stock versus Asset transaction
  • Allocation of price to assets and goodwill
  • Setoffs and notes
  • Liability obligations
  • Disclosure schedules

Where Objectives Meet Objectivity

There is no substitute for experience when it comes to selling your Business. We assist the business owners in identifying the most appropriate potential buyers-whether located in another state, industry or offshore. With access to private equity groups, public companies and private corporations, our role is to position your company and assist you in evaluating all possible transaction options.

  • Stock or asset sale
  • Merger
  • Recapitalization
  • Growth capital raises
  • Private placement
  • Employee Stock Ownership Plan ("ESOP")

Many business owners look to their immediate business contacts when locating a buyer: competitors, employees, suppliers and customers. We look beyond your obvious buyer choices, and draw on our wide network of contacts. We answer the following questions:

  • How do I find the right buyer?
  • How do I negotiate the deal to help maximize my company's value?
  • What transaction types may help to reduce my tax burden?
  • How can I keep this confidential to avoid upsetting staff, customers, and vendors?
  • How to maximize value with targeted research & analysis of my business and industry?
  • How to get buyer intelligence on foreign buyers and Private Equity acquirers?