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M&A Fundamentals: Strategies for Selec7ng an Investment
Banker
§ M&A specialists since 1985 – only so5ware/related tech
§ Only works on sell-‐side with privately held firms
§ Offices globally – 60% of transacHons cross border
§ Developed the “OpHmal Outcome” M&A process
§ Employs a team approach (5) to offloads clients
§ Senior negoHators are former CEOs – selling/results oriented
§ Largest educator in the world – helps build buyer relaHons
§ Largest proprietary buyer database – provides client advantage
About SecureDocs
SecureDocs is a virtual data room for sharing and storing sensi5ve documents both internally and with outside par5es. Company Basics: • Founded by the team that created and launched GoToMyPC and
GoToMeeHng • Backed by leading technology companies and investors • Web-‐based business so5ware for financial and legal professionals
§ M&A specialists since 1985 – only so5ware/related tech
§ Only works on sell-‐side with privately held firms
§ Offices globally – 60% of transacHons cross border
§ Developed the “OpHmal Outcome” M&A process
§ Employs a team approach (5) to offloads clients
§ Senior negoHators are former CEOs – selling/results oriented
§ Largest educator in the world – helps build buyer relaHons
§ Largest proprietary buyer database – provides client advantage
M&A specialists since 1985
We only work with:
Privately-‐held firms on the sell-‐side.
So>ware and related tech companies.
§ M&A specialists since 1985 – only so5ware/related tech
§ Only works on sell-‐side with privately held firms
§ Offices globally – 60% of transacHons cross border
§ Developed the “OpHmal Outcome” M&A process
§ Employs a team approach (5) to offloads clients
§ Senior negoHators are former CEOs – selling/results oriented
§ Largest educator in the world – helps build buyer relaHons
§ Largest proprietary buyer database – provides client advantage
Offices globally – 60% of transacCons cross border
§ M&A specialists since 1985 – only so5ware/related tech
§ Only works on sell-‐side with privately held firms
§ Offices globally – 60% of transacHons cross border
§ Developed the “OpHmal Outcome” M&A process
§ Employs a team approach (5) to offloads clients
§ Senior negoHators are former CEOs – selling/results oriented
§ Largest educator in the world – helps build buyer relaHons
§ Largest proprietary buyer database – provides client advantage
About Ward Carter
• Chairman of the Corum Group
• Joined Corum in 1997, a5er a long career in both technology and finance
• Successfully managed dozens of so5ware mergers and acquisiHons worldwide
Buyer Seller
The Inherent Problem in M&A
Price Structure Liabilities
Taxes Non Competes
You will be diametrically opposed on EVERYTHING!
• More Hme -‐ regulatory environment (SOX) • More tasks than people realize • Busy Buyers – reviewing 100s of opportuniHes • Tougher outside professionals • More complex due diligence required • Deal faHgue – Leber of Intent (LOI) to close
The M&A Process is Tougher…
What is an Op5mal Outcome?
Valua5on Maximiza5on
10
CreaHng the best transacHon
structure
Minimizing personal liability/risk
Reducing tax liability and holdbacks
Structuring ideal employment/non-‐competes
Providing for proper integra5on
5 Major Benefits of a Professional Process
Model
The prepara5on process will help forge a
beVer business model for your
firm
1
Research
Your strategic posi5on will improve from the research/ posi5oning process
2
Market Feedback
Invaluable
data/insights straight from the top will help improve your value
3
Rela5on-‐ships
70% of par5es that go under NDA may not be able to buy—but could
partner, adding value
4
Exit
The merger, asset sale, or financial recap
of your company
5
15
1. Confiden5ality—internal/external
2. The> of technology
3. Loss of staff (non-‐solicita5on)
4. Wear on CEO/management
5. Business drop-‐off—lack of focus
6. Going to market too late
Top 6 Value Destroyers
Top 10 Deal Killers
1. Dealing with only one buyer
2. Misalignment: shareholders/empl/mgmt
3. Contact at the wrong level
4. Improper research of poten5al buyers
5. Misunderstanding buyer process/models
Top 10 Deal Killers
6. Inability to portray value properly
7. Improper due diligence prepara5on
8. Not qualifying buyers properly 9. Not orchestra5ng all buyers properly
10. Ego – Greed – Arrogance
This seller is serious.
Leverage using a Professional Intermediary
I may not be the only bidder.
Potential Acquirer
Seller Intermediary
Wonderful if I buy you, terrible if I don’t.
10 Deadly Sins of M&A Firms
1. “Interested buyer” trap
2. Yes, we know “all the strategic firms”
3. Sure, we’ve worked with firms in “your space”
4. Oh yeah, we know the “private equity” guys
5. We’ve done lots of “interna5onal” deals
10 Deadly Sins of M&A Firms
6. Yep, we are “current and connected”
7. Bait and switch of dealmakers
8. Sure, we’ll “shortcut the process” if you want
9. Go ahead, sell to the “rabbit”, the first bidder
10. SeVlement fees without success
Choosing an M&A Advisor: 10 Point Checklist
1. Are they centered on your industry? 2. Is there focus – sell-‐side transac5on experience? 3. Are they conflicted? (Buyers, consul5ng, opinions, etc.)
4. Do they have senior staff involved? No juniors allowed! 5. Is there a team assigned? This is not a one-‐man effort.
6. Are they interna5onal? The buyers are. 7. Do they have proprietary buyer info/contacts? 8. Do they have a detailed global search process?
9. Is there a global track record? Results oriented? 10. Is their compensa5on 5ed to your success?
Choosing an M&A Advisor: 10 Point Checklist
Qualifying an Advisor – How To
• A successful track record is the key metric
• Get references from similar deals
• Review process and 5meline
• Offer buyer angles you had not considered
• Relevant prior deals and valua5on exper5se
• Sample documents from prior deals
• Successful advisors in your space
• View terms of engagement agreement
• Face to face is essen5al – meet the team
• Comfort level – fit with the advisor cri5cal
Qualifying an Advisor – How To
Contact Informa5on
Visit our website at: www.corumgroup.com
Corum Group Ltd. Ward Carter Chairman [email protected] 19805 North Creek Parkway Suite 300 Bothell, WA 98011 USA +1 425-455-8281
Corum Group International S.à.r.l. Buechenstr. 9 8185 Winkel Switzerland +41 43 888 7590