Most firms, whether relatively newly formed or with a long history in their industry, come to a point where they need to consider their ownership options. If selling, there are many alternatives for firms to consider including mechanisms for internal sale to employees as well as external sale to strategic buyers (other firms, private equity, etc.).
Further, acquiring a business unit or a company overall is a common strategy to improve market position, obtain additional clients/services/markets, and create value by adding to the leadership team and driving synergies. However, finding the right firm and executing an acquisition strategy is a challenge for even the most experienced firm.
Ultimately, buying or selling a firm might be the single biggest decision- with the most risk- that any firm makes. McMahon|Siegel Group can help you through this process to help you achieve a satisfactory outcome and position you for long term success and the enjoyment of the benefits of the transaction. Our services include:
Our team can help you through a process to assess your alternatives- either for buying or selling. From the initial assessment of the market overall, to specific assessment of your capabilities and positioning to buy or sell, we work with you so that you enter the process fully prepared to successfully execute your strategy.
Ownership Transition Services
We believe every single acquisition or sale is different, and attention to detail needs to be present throughout the process. While below we outline our activities in support of a typical purchase or sale, we believe that a specific and unique plan needs to be in place each and every time for the best possible success.
Buy Side Services:
Prior to any acquisition we can provide services to evaluate a firm's internal capability to acquire, and identify any necessary organizational improvements needed, before undertaking this important activity. Services that may be utilized include an evaluation of financial capacity (profitability, valuation and cash flow), assessment of your organizational model and board make-up, and a review of the corporate team (CFO, Legal, HR, IT, etc.) competency and capability to execute an acquisition.
If you are interested in growth via acquisition, but don’t have a strategic goal or haven’t worked through all the details of the proposed activity, we can help. We can work with your ownership and leadership team to identify the best strategies for acquisition success including focusing on the strategic fit and maximizing your resultant shareholder value.
Once you are ready to buy, we can work with you through our eight typical stages of an acquisition:
1. Clarify the reasons for executing the acquisition, and defining what success looks like.
2. Identification of potential acquisition targets in your target markets. Working with your management team, we will identify your priorities as far as firm size, location, type, specific expertise, market presence, etc. and use our resources to find you suitable candidates.
3. Shortlist and work with you to prioritize, and then confidentially contact, qualified candidates and get an NDA.
Help you develop an indicative valuation, prepare a Letter of Intent (LOI) and conduct negotiations.
4. Coordinate and oversee the due diligence process on your behalf. As needed, help you find specialty services as needed to complete a thorough process.
5. Assist in negotiation and completion of detailed transaction documents.
6. Guide Change of Control activities and post-acquisition planning.
7. Work with you to implement best practices for integration of acquired firm.
Sale side services:
On the sell-side, advanced planning is an imperative to prepare your firm for the sale, to maximize your value from the transaction, and to position for long term success in the new firm. We can provide performance improvement services such as increasing profitability and cash flow as well as identifying and cleaning up any issues that due diligence would uncover as problematic. It is important to note that while these services are for the benefit of the selling firm, they are in fact value added to the management and employees of both the buying and selling firms. They are also helpful for the Board of Directors of both firms, in particular the outside directors, who will have confidence in the condition of the selling firm.
Once you are ready to sell, we can work through our typical eight stage sale process:
1. Clarify the reasons for sale and what success looks like.
2. Define your unique value proposition in the marketplace, identify a plan to maximize this value, and help you establish estimated sale value.
3. Identify potential acquirers based on your priorities including purchase price, cultural fit, strategic alignment, etc.
3. Prepare summary documents outlining your business, confidentially contact potential acquirers, and arrange for contact (depending on the circumstances, we can also execute a “wide net” strategy to maximize potential bidders).
5. Advise you through the initial stages of negotiation including LOI development.
6. As needed coordinate your response and participation in due diligence activities.
7. Advise you through the review of the detailed transaction documents and assist in any final negotiations.
8. Consult as needed in planning for change of control and integration.
Best results are obtained with McMahon|Siegel group helping you through all stages of the buying and selling process, but we can provide significant value at any stage in the process. We will work with you to meet your individual needs on each assignment, and supplement your team as needed depending on your wants, needs and existing capabilities.
Independent Due Diligence Services:
In any acquisition comprehensive due diligence is critical for both buyers and sellers. Due diligence provided by the McMahon|Siegel Group can be a part of the buy side and sell side services described above. However, we can also provide specific, independent due diligence services where we are not representing either the buyer or seller.
Our experience is that most due diligence performed is overly reliant on lawyers and accountants and part-time internal expertise. There are limited options for credible outside operational and human due diligence, which often is more critical and therefore the more valuable part of due diligence. Also, our experience is that Boards of Directors do not always get much comfort from their current reliance on due diligence performed by lawyers and accountants.
McMahon|Siegel Group can conduct a variety of due diligence services from comprehensive management of the process where we take ownership of the entire process (providing both McMahon|Siegel group employees and select outside experts to complete the process), to conducting targeted, specialized reviews of one or more parts of the business to be acquired. We work with the selling firm, including their management and Board of Directors, to provide as much or as little work as needed to meet their needs.