Sale or Buyout of Company
We specialize in the sale and recapitalizations of middle market companies. We educate and work closely with clients to obtain the best combination of price, deal terms and cultural compatibility. Success is achieved by thorough preparation, creating a discreet but competitive bidding process, actively managing the sale process and utilizing an experienced investment bank like MHH. Among other appropriate services, we will:
- Explore our client’s goals and review alternatives;
- Conduct a thorough review of the client’s business, services/products, markets, operations, financial results, management and prospects;
- Value the company;
- Prepare a Confidential Information Memorandum highlighting our client’s unique attributes and prospects;
- Identify and contact a qualified group of strategic and/or financial buyers;
- Manage site visits and initial due diligence inquiries from potential;
- Solicit, evaluate and negotiate offers;
- Assist clients with buyer’s closing due diligence; and
- Review closing documents to ensure consistency with the offer and assist in negotiating key terms such as escrows, representations and warranties and employment agreements.
Acquisitions
Companies and private investors retain us to advise them on specific acquisitions or to create an acquisition program and conduct searches. Management teams also retain us to advise them in buying their company. Courting acquisition targets is time consuming and always tricky but we assume much of the time burden from our clients and are adept at generating opportunities for our clients. We often raise debt and equity financing to fund the acquisition. Among other services, we usually:
- Formulate acquisition criteria and develop an acquisition strategy;
- Identify and contact acquisition targets;
- Determine the value of the target company;
- Analyze the impact of the acquisition on our client’s business;
- Structure the key terms and prepare an offer for the target company;
- Assist our clients with acquisition due diligence;
- Negotiate the offer and other key issues, such as employment agreements, earn-outs and transfer of adequate working capital;
- Arrange financing if required; and
- Review closing documents to ensure consistency with the offer and assist in negotiating key terms such as escrows and remedies for breaching representations and warranties.
Private Placements of Debt & Equity
Many companies cannot maintain their growth or fund acquisitions without raising capital from external sources. Shareholders may also desire liquidity and conditions may warrant refinancing existing debt. We work closely with clients to evaluate their funding needs and explore financing options. Options may include senior or junior debt, mezzanine financing (usually subordinated debt with warrants), equity or combinations thereof. MHH maintains relationships with numerous banks, finance companies, debt funds, venture funds and private equity funds. We know their investment styles, criteria and areas of interest. Among other services, we typically:
- Analyze our client’s operating results, financial condition and forecast;
- Assess the financing required to achieve goals;
- Evaluate financing options and key terms of each;
- Prepare a Private Placement Memorandum highlighting our client’s competitive advantages, prospects and the value created from raising capital;
- Identify and contact suitable investors and lenders;
- Manage investors’/lenders’ initial due diligence inquiries and site visits;
- Solicit, evaluate and negotiate financing proposals; and
- Review closing documents to ensure consistency with the offer and assist in negotiating key terms such as representations and warranties, escrows and events of default.
Strategic & Financial Advice
We utilize the experience gained in advising more than 200 clients to provide valuable strategic and financial advice to management teams, Boards of Directors, Special Committees and investors. We are often retained to:
- Assess business strategies and exploring alternate strategies;
- Evaluate liquidity options for shareholders;
- Explore opportunities to enhance shareholder value;
- Provide a Fairness Opinion in a sale situation, mergers, acquisitions or reorganizations; and
- Value companies and their securities for accounting and regulatory purposes and buy-sell agreements.