M&A
What a Difference a Powerful LOI Makes
Too often investors and business owners skip the process of creating a thorough Term Sheet and a Letter of Intent before being presented with a binding business contract, asset or company purchase, commercial lease, or ........(fill in the blank). The result is a receiving a binding contract that includes clauses and requirements that broaden your obligations, creates clawbacks or restrictions that will hamper your business activities, all of which creates confusion and often mistrust.
Let us help you prepare your seller due diligence data room or, when representing a buyer, analyze the seller’s due diligence and anticipate what is necessary to either sell or invest in a business. We can help place you in a position to maximize your investment, whether your selling or buying a business, so you don't feel pressured to make a decision that undermines your goals.
Points to consider whether you are selling or buying a business :
▪ Pre-Deal Due Diligence of Corporate, Financial, Tax Returns, Tax Obligations
All States the Company Transacts Business and all Business Contracts
▪ Review of Operations & Current Optimization for Growth
▪ Review Revenue Stream & Client Base to Determine Financial Stability
▪ Determine whether Existing Assets Can Expand Revenue
▪ Determine whether the Business has Invested in Top Employees or Needs to Trim Employee
Overhead
▪ Review Employee & Third Party Contracts
▪ What will be the Tax Structure of the Deal?
▪ Perform Financial Analysis
▪ Intellectual Property Analysis – Trademark or Patent(s)?
▪ Valuation Models- determine the right one for your market and business
▪ Legal Agreements: Stock Purchase Agreement or Purchase Asset Agreement
International Investments & Asset Purchases in U.S. Companies
Domestic and international companies entering the U.S. market are seeking to established themselves as market players, while buying competitors or improving their vertical control of their markets through inventory purchases of components and finished products, distributors with accumulated inventories as well as companies with established retail footprints to expand their market access.
Our experience with U.S. and international companies and clients allows us to both inform and guide your company through acquisition or sale of inventory and the wider range of assets.
Whether you own and want to sell inventory or other assets or are seeking to purchase them from a private equity group, niche business or a complex longstanding family business we will support you throughout the process and close the deal with thoughtful efficiency.
Case Study: Represented an international private equity/privately owned ceramics company acquire its U.S. distributor to create a necessary foothold on inventory control and expansion in the U.S. market.
Case Study: Represented a software developer negotiate licensing agreement with British company.
Case Study: Represented Sellers of U.S. domestic post-sale to an international company restructure the assets excluded from the sale to ensure continued revenue streams.