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What is included in the M&A due diligence?

The due diligence process is one of the final steps in an M&A transaction where the potential buyer does its obligation to best confirm and verify the seller's company data and relevant information. This information typically includes but not limited to: financials, IT, operations, legal & compliance, insurance, corporate bylaws, contracts, customers, among other important information. Typically, the due diligence process follows the execution of a letter of intent (LOI), a non-binding document outlining the intent of both parties to commit to the transaction.

Once the LOI has been executed, the buyer will request a list of items to be shared by the seller with the intention of disclosing the selling company’s key details that could uncover risk buyer. As mentioned before, items can range all the way from financials to operations to insurance to contracts, among others. In cases where the seller owns the real estate, additional documents pertaining to the real estate, such as: deeds, mortgages, tax documents, owners’ insurance, etc. will need to be provided. Given today’s advancements in technology, once the due diligence request list has been sent to the seller, the team leading the deal will proceed to open what we call in the M&A world a “virtual data room” or a “data room.” These two terms are referred to as online portals that hold and store the information requested by the buyer with high levels of security only available for certain parties, including: buyer, seller, M&A attorneys, CPAs, advisors, among others. The data room allows activity within the room to be tracked and archived so there is a file of the information exchange after closing should any issues arise.

Once the due diligence starts, it is highly recommended for the buyer to hold, at the very least, weekly meetings or calls with the seller to discuss outstanding items or any questions that may have arisen from the process. As the due diligence process progresses, the buyer will become more familiar with the seller’s company. For an instance, should the buyer find any items that may play against the seller in the due diligence process, the buyer may use this to lower the valuation of the business which may ultimately result in a lower offer price.

In addition, this process can result as a discovery of potential opportunity to better structure the deal, find real synergies among parties, review any benefits and challenges for potential system integrations, and any associated risks that may arise from the result of this potential acquisition. 

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Webinar Video: Now That the Valuation is Set, Here's Where You Will Win or Lose the Deal

 

 

M&A Webinar: Now that the Valuation is Set, Here’s Where You will Win or Lose the Deal

Many sellers think they have reached the finish line once the buyer has been selected or perhaps when the letter of intent is executed. Even those who know they haven’t reached that line often believe all key elements of the transaction have been ironed out and all that remains is the “technical” part. To better understand many of the material issues that remain open after the letter of intent is executed, this webinar will walk participants through a wide array of those open issues. 

  1. Stock versus asset deals, which is really better?
  2. Tax elections = dirty words
  3. Monetizing the real estate portion
  4. Protecting yourself with employment and consulting agreements
  5. Seller notes and earn outs – never say never
  6. Escrows, who needs them?
  7. Winning the net working capital fight
  8. Your indemnification of the acquirer
  9. How the disclosure schedules protect you
  10. Can reps and warranties insurance assist you?
  11. The inevitable non-competes
  12. Meet the Grim Reaper of your sale process- Delays

You can also watch it here on Vimeo:
https://vimeo.com/282908864

Hosted By:
Clinton Johnston
Managing Director
Benchmark International

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Benchmark International Advises on The Sale of American Precision Fabricators to Apline 4 Technologies, LTD.

The acquisition of American Precision Fabricators Inc. to Apline 4 Technologies, Ltd. is complete. 

American Precision Fabricators Inc. is located out of Fort Smith, Arkansas, and it is a steel-sheet manufacturing business. It provides assemblies and sub-assmeblies to original equipment manufacturers (OEM). The company supplies several industries with fabricated parts that it creates in-house. It offers several production capabilities with its state-of-the-art machinery. For over two decades, the company has been an industry leader for customers in the OEM markets.

Apline 4 Technologies, Ltd. (ALPP) is a publicly traded enterprise with business-related endeavors in software, automotive technologies, electronics manufacturing, energy services and fabrication technologies, and industries that support those market segments. This acquisition was important for Apline 4 Technologies to complete its industry platform strategy.

President of American Precision Fabricators, Andy Galbach, said “Pulling Alpine and APF together would not have happened without Benchmark International’s reach and knowledge of the market. As a first time seller, the team at Benchmark International guided me all the way, from preparing to go to market to the actual closing table. The team was always responsive and always willing to help when needed. I would recommend any seller to engage Benchmark International for the sale of their business.”

Benchmark International Senior Associate, Luis Vinals, shared his thoughts on this transaction: "The Austin, Texas team truly enjoyed working with Andy in preparing the business to market and managing buyer relationships," he said. " We were always conscious that time was of the essence in this deal, and we focused our efforts in finding the right buyer within our client’s time expectations.”

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Benchmark International Facilitates the Sale of Technical Resource Group to White Wolf Capital, LLC.

Benchmark International has successfully facilitated the sale of Technical Resource Group to White Wolf Capital, LLC. Technical Resource Group is a Texas-based IT Staffing firm that provides contract, contract-to-hire, and direct hire placement services to technical professionals in a number of industries, including transportation, IT, food, financial, healthcare, and government.

White Wolf Capital, LLC is a private equity firm that began operations in late 2011 and is focused on making control-investments in leading middle market companies. It practices a solutions-oriented and flexible investment approach with experience in leverage buyouts, management buyouts and recapitalizations.

In reference to the transaction, Scott Clary, owner of Technical Resource Group, explained his experience with Benchmark International. “I never thought there would be such an aggressive market for my company. The Benchmark International team was very professional and knowledgeable throughout the entire process. Having an experienced M&A advisor, like Benchmark International, allowed us to solely focus on top-quality buyers in the market for our company” he said. “In addition, the Benchmark International team also ensured that any buyers they presented culturally aligned with the values my company stands by.”

Benchmark International Director, Luis Vinals, added “Having a client like Scott, a man who loves his business, is always a joy. Throughout the entire process, he was communicative and collaborative. With the Benchmark Team at his side, Scott was able to procure the deal he desired. Open communication allowed us to have strategic conversations that ultimately lead to a great deal for our client.”

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Upcoming M&A Webinar: Now that the Valuation is Set, Here’s Where You will Win or Lose the Deal

July 26th @ 10am EST

Register Now >> http://bit.ly/2Nvampu 

Many sellers think they have reached the finish line once the buyer has been selected or perhaps when the letter of intent is executed. Even those who know they haven’t reached that line often believe all key elements of the transaction have been ironed out and all that remains is the “technical” part. To better understand many of the material issues that remain open after the letter of intent is executed, this webinar will walk participants through a wide array of those
open issues. 

READ MORE >>
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