Acquisitions

Acquisitions are where we are most active.  Whether working on a deal alone as sole advisor or jointly with another investment bank, our main goal is to save our client money and help them achieve the best possible pricing.  Our role ranges from target identification, initial approach, first discussions, agreeing term sheets, due diligence, valuation, drafting definitive transaction documentation, closing, as well as early integration support. 

Company Sale

What is the most important factor when advising on a sell-side mandate?

Timing.  

Why timing?  

Because only when you get your timing right can you achieve the highest price for your company.

• You must attract the best bidders to the sales process,  
• provide the correct information so bidders can make decisions, 
• and then instill competitive pressure in the final bidding round.

The optimal number of interested parties and bidding pressure are the two key ingredients to maximize pricing.  One must entice a large field to look at the deal, engage the serious ones with the right amount of information, eliminate the weak bidders, let the strong bidders compete against each other in an organized and tightly run process and then grant exclusivity to and sign definitive transaction documents with the best bidder.

To do that in the optimal way you need to get your timing right.   

Even if you have only just thought about selling your company “one day in the future”, call us and we will meet you for a free consultation.  You will be glad you did.

Business Planning

Working with entrepreneurs throughout my career has filled me with a deep respect for them.  Let’s face it, they are the idea people who are always thinking, dreaming up new businesses and I often hear them say, “I think that would be a good business.”  

My response is typically to ask, “Why do you think that?  Is there a huge market demand which will allow you to scale the business to large revenues?   The margins in that business are so high that you will achieve pay-back in less than 2 years? You can run the business over the operations of one of your existing businesses and therefore incur very little cost?”   Sometimes they have the answers to these questions but many times they don’t.  In those cases we do our one-page business plan for them which clearly lays out the true nature of the business potential, its profitability, and pay-back period.  

We also do business planning for more mature businesses who are seeking external capital, selling their company, or maybe they are simply going to their bank for a loan where they need a bankable business case with integrated Profit & Loss, Balance Sheet, and Cash Flow statements. 

Due Diligence 

Due Diligence is oftentimes treated as a simple process which is carried out in the background and there will eventually be a final report – “the accountants and the lawyers will take care of it”.  It gets treated as something that simply gets done and then it is over.  We do not agree with this approach. 

We see Due Diligence as a multi-faceted process which requires guidance, interaction, analysis, and follow up.  Whether one is performing due diligence as a purchaser on the buy-side or as a vendor on the sell-side, due diligence deeply affects how liability is limited, negotiations are conducted, and whether external finance is raised or not.  The difference between finding and not finding an important issue during due diligence on the buy side can be in the millions of Euros.  Some extra eyes can help you find it.  

The external advisors in the due diligence process are always going to be overly keen to have their “draft” due diligence reports deemed to be “final”.  Then they don’t have to work on them any more and they can issue their invoices. At the same time the banks and other external funding sources are waiting to see the due diligence reports – there is pressure to get them out in a final state.  How many times do they go out too soon with red flags still in the reports?   

We work with the entire team (auditors, lawyers, buyer’s management, target’s management) to get those due diligence reports in the best shape possible.  

Negotiations / Contract drafting

I am not a lawyer but I can negotiate a legal contract for you arguing the commercial points in your favor that a lawyer might not pick up. My rates are much lower than a lawyer and I can be quicker in the turnaround of documentation. You will need to have a lawyer review the final draft but the hours saved will result in a significantly lower legal bill.  

I have led deal discussions from the very beginning of a transaction and have been engaged later when SPAs have been already drafted and even signed. The sooner I am involved the more value I can provide but even when joining late in the game I have been able to help renegotiate terms helping my clients to correct problems, limit liability, or making potential damage claims more precise in my client’s favor.

In a perfect scenario I am able to help lead deal discussions from the very beginning, agree & draft term-sheets, then go on to work with the lawyers to draft, finalize, and execute the SPA and shareholder agreements.

I have also been involved in dispute cases and worked with litigation lawyers to plan and prepare lawsuits.  Every legal case has an element of discovery/preparation attached to it where the lawyers request mountains of documents and information.  If your secretary or team member from your company simply dumps huge amounts of information onto the lawyers then they assign an associate to go through it, collate it, process it, and interpret it.  And they will charge you 100s of pounds sterling an hour to do so. With some guidance, I help your own team members to do as much work in advance as possible.  

Contact us to see how else we can help you save money on your legal fees. 

Project Management

This is a service we offer to our clients on a short-term basis.  We have 30 years of project management experience working in investment banking and private equity where we were in charge of every aspect of a transaction.  From supervising a team of external advisors, co-ordinating with the client’s project leader, interacting with the target or the potential investors as well as external finance sources such as banks and private equity funds.   This is a very time consuming assignment which we can only offer for a short period of time.  

We are sometimes engaged on either very discreet portions of the transaction or we take up a support role alongside the main project manager assisting where needed, helping the project proceed as smoothly as possible - with the overall goal of helping our client save money.

Board Representation 

Is there a legacy subsidiary in your organization that you somehow inherited?  You should spend more time with its management? Hear their concerns, understand their vision, support their business plans?  But you don’t really have the time to make them a priority?  From our location we can be in most European cities within an hour and dedicate a day to working with your local management, understanding all their concerns, filter out the most relevant issues and brief you on the most pertinent matters.  Going forward we can work with the local management to assist them producing clear, concise board materials so that the right proposals get approved and acted on.

Scenario Analysis

I was talking to the CEO of an SME who had successfully raised private equity and was growing his business which was mostly active in two segments.  The CEO was telling me how he was working on a board investment proposal because he thought there was huge potential in a complementary business line that he wanted to pursue. He thought there would be the opportunity to gain many additional customers.   “How much will you need to invest? How much will you charge” I asked.  The ensuing conversation made me think this was simply a little pet project which would not make much of a return due to the cost structure AND – if any of the assumptions were wrong, it would lose money.  We did a scenario analysis for this project and he decided to significantly scale down the investment level to first test the market acceptance, which turned out to be far less than originally expected. 

End result:  savings of several hundred thousand Euros.