Mergers & Acquisitions Support.
Mergers & Acquisitions demand a gamut of professional skills to ensure success, among them - finance, legal, accounting/tax, operations, negotiation.
Large and mid-size Investment Banks will likely satisfy your requirements but your “deal” might be too small to be of interest to them (i.e., they work on a percentage of the transaction). On the other hand, Law Firms that specialize in M&A claim to offer all required services. However, their $500-$1,000/hr. fees will likely make the transaction very expensive.
Our approach is to use top professionals but only as needed for specific tasks (e.g., Law Firms for legal document development, Accounting Firms to recommend Deal Structure for Tax optimization). This results in top of the line support and a reasonable cost and all coordinated by us.
Target Analysis and Selection.
Financial Plan development.
Term Sheet & Merger Agreement development/negotiation.
Due Diligence process.
Cap Table development.
Stock Option Plan development.
Investor ROI estimation.
Fixed number of hours/month.
MERGER OF THREE COMPANIES RESULTING IN A FULLY INTEGRATED ONLINE CUSTOM FASHION DESIGN SHOP.
Target has a established Brand and Sales & Marketing capabilities. Purchaser brings needed Funding, plus a Manufacturing plant, in addition to a Fashion-Tech company, developer of advanced CAD/CAE tools for delivering Cost effective “Made to Measure” clothing.
As advisers to the Purchaser, we have provided the following support to date:
5-year Pro-Forma Financial Plan to assess benefits and synergies of Merger.
Identification of Post-Merger company Funding needs.
Development of Post-Merger Integration scenarios and impact on Financials.
Amount of Cash needed to fund the Post-Merger company.
Pre-Money Valuation of Target and Purchaser’s companies will be Merged with Target.
Development of Request for Proposal from Multi-national Accounting Firms for Legal/Tax Structure Optimization Project.
Evaluation of results of above project in conjunction with a Big Four Accounting firm.
Term Sheet: Development and Negotiation.
Merger Agreement: Development and Negotiation.
Both documents above were developed in conjunction with the Purchasers Legal advisers.
Development and Tracking of Due Diligence Check List.
Governance/Ownership Due Diligence: Articles of Incorporation, By Laws, Preferred Stock Rights, Stock Options, Cap Table.
Financial Due Diligence - Financial Statements, Assets, Liabilities, Inventory, Bank Statements, Tax Returns, etc.
HR Due Diligence - Employment Contracts, Employee Benefits, Company Headcount, Senior Team Assessment.
Marketing Due Diligence - Retail Cost of Customer Acquisition, Retention, Discounts. Wholesale customers. Profitability across customers.
General & Admin Due Diligence - Travel Policies, etc.