Merger, Acquisition and Transition of Ownership
- Assessment and Evaluation of an Offer
- Offer Evaluation
- Structuring and Negotiations
- Integration Planning and Execution - People, Process and Technology
- Layered Capital Strategy for Financing the Transaction and On-Going Business Needs
- Pre-Exit Optimization of Value for the Seller
Assessment and Evaluation of an Offer is as critical for the buyer as it is for the seller.
When a seller decides to sell, and a buyer decides to buy, an important decision is being made by two parties. The Gem City team has participated in many transactions and has represented both buyers as well as sellers. We feel the most important aspect of a deal is assuring there is a fair offer as a basis to work from. Our team can assist with assessing what constitutes a fair offer based upon a review of past performance, an assessment of the anticipated future performance, along with gaining an understanding of the tangible and intangible assets that are available.
The Assessment and Evaluation of the offer is more than just the purchase price but also involves the structure of the agreement between the parties, the timing of the payments for value, key milestones if they exist, terms and conditions of the Buy/Sell Agreement, etc. We step into either the buyer’s or seller’s shoes to evaluate and our work is based upon if we were doing the deal for ourselves.
Negotiations can be a lengthy and stressful process if you are not used to it.
The Gem City team has the experience to navigate the negotiation process for the interest of our clients and can either support your efforts, or take the lead in managing the negotiations process. A primary point of any negotiation is knowing what’s truly needed for both parties to realize a win if possible. We fight hard for our clients to assure their interests are well represented and we have the experience to get the job done.
Offer Evaluation is an important part of any business acquisition transaction.
Gem City Business Solutions can facilitate an offer evaluation. We will sit down with you and any other party involved to evaluate an acquisition offer. We will go over all of the details and guide you through the proposal process. This is the time when questions are answered, the financial due diligence is completed and an understanding of each party’s responsibilities and responsiveness to requests are evaluated.
All of this must be taken care of before a merger can happen. There are a lot of legal hoops to jump through and business lingo you may not recognize. We will make sure you know exactly what each party expects of the other and go through all aspects of the proposal and potential contract.
Negotiations can be a lengthy and stressful process during a business acquisition.
The Gem City team has represented numerous buyers and sellers in negotiations for the sale of businesses, as well as real estate. We approach every transaction from a business logic perspective and then follow with the necessary terms and conditions as developed through the legal process. We believe strongly that a buy/sale transaction is between two business parties and that the primary deal points need to be rationalized and negotiated prior to the true involvement of legally binding documents. This is where we work.
Our team can engage with both the buyer and the seller to perform the upfront structuring of the deal and the actual negotiations. If the parties are able to align, we then transform the positions agreed upon into a term sheet or a memorandum of understanding. This process facilitates the documentation process as required by the legal teams of both parties and typically reduces the legal costs substantially.
Negotiations can be stressful but we can work to alleviate this for our clients.
Integration Planning and Execution determines whether the deal you have just executed is off to a successful start.
If you have acquired a new business and need to integrate it within your existing operations, Gem City, can help you plan the integration process. Merging two separate businesses together can be difficult and a plan needs to be in place in order for it to be successful. We will work with you on how the two should be merged and the best way to execute this transition.
This entire process can range from simple to complex depending upon the level of integration required.
Most acquisitions require a Layered Capital Strategy for Financing the Transaction, followed by a Plan for Financing the On-Going Business Needs.
Gem City has a strong history of working with traditional lending institutions, as well as different forms of investment capital. There is often a mix of different types of capital used to both execute the transaction, and to finance the ongoing business needs of the Company. The plan to acquire the capital and to assure the cheapest money is used first represents what we refer to as the Layered Capital Strategy for a transaction.
We have experience in recommending the best way to use capital and the network and knowledge of how to acquire for the right transactions. Executing deals with the cheapest forms of capital can amount to significant savings for the buyer.
You may be ready to sell your business but is now the right time to obtain the highest value?
Your business may need to grow or undergo some level of growth or internal change to obtain the highest value possible at the time of sale or exit for the owner. Very often a business is not at its optimal value when the initial thought of an exit is originated.
Gem City has the ability to assess the existing business to determine if it’s the best time to market the business for a sale. There are times that certain hurdles are identified that may need to be addressed to assure the optimal value is achieved at the point of sale. These may range from top line growth objectives, improving existing profitability, obtaining a strategic contract, or a variety of other topics. Regardless, Gem City can assist in identifying and educating management as to the options.