How Transaction Advisors Improve Merger & Acquisition Processes

March 9, 2022 - Every decision you make transforms your business in some way, but mergers and acquisitions (M&A) represent life-changing transformation. Whether you are considering selling your enterprise or purchasing another business to expand your scope and capabilities, taking advantage of specialized M&A advisory services can improve your position and the outcome of your transaction.

Advisors can make sure your financials are in prime condition as you head into the process, guide and assist you through the myriad steps toward a final agreement, and develop strategies to optimize the performance of the new combined entity.

Holistic Approach to M&A

Typically, M&A advisors are brought in after a company has identified a potential target to conduct due diligence in support of the transaction you hope to complete. They can do that work on their own and leave you a report; however, a full-service advisory team can do much more, partnering with you throughout the M&A lifecycle. They can:

• Prepare you for how the process works so you know what to expect. We have found that even seasoned corporate executives are often surprised at the complexities of the M&A process.
• Serve as a trusted advisor to help you gain a deeper understanding of your target business, assist in managing the entire due diligence process, ensure you are asking all the right questions, and get the data right. For example, what is their operating model, and what are the true measures of their performance?
• Help manage all aspects of the transaction, to include due diligence and third-parties involved like legal and/or specialized diligence firms. This allows you to focus on continuing to run your business and to keep focus strategically for the future (foot in today and foot in tomorrow mentality).
• Help in a deeper dive of the true financial picture, which can include a quality of earnings analysis. For example, your target company may state a certain EBITDA figure, but the reality may be lower because the company doesn’t follow standard accounting procedures (GAAP).

Advisors help pull everything together from a transaction and due diligence management perspective, so you can make strategically smart, well-informed decisions. Some common questions advisors help with include:

• What do the due diligence findings mean to your business and the initial thoughts on the combined view of the companies?
• What do these findings mean to valuation?
• What is the range you want to pay? Or should pay?

Advisors typically step in after a letter of intent (LOI) has been executed. At this point, there are stated knowns and unknowns and an assumed value, but not much hard data is available. That said, advisors can also take an active role before an LOI is signed, which we are seeing more and more. They can help you get through a multitude of site visits, management interviews, and diligence analysis to understand how the target business operates, who their key people are, and how the entity would integrate into your business to help you get to an agreement.

[Listen to the podcast episode: IOIs, LOIs, and the Homestretch of a Business Transaction]

Integration Planning For a Smooth Transition

What will the combined company look like? You want post-close integration and synergies to unfold as seamlessly as possible without disruption to drive the greatest post-closing value for the combined entities. Timing for everything is absolutely critical, where depending on the integration strategy, some things will occur for the first day, while others will occur at different times. No matter what the timing is, it is crucial to focus on the stabilization of the business to continue what it is supposed to be doing. Additional strategic attention should be driven toward the people and culture to ensure retention. The first 100 days and stabilization efforts set the foundation for realizing the full intended value of the transaction, along with capturing ‘quick wins’ to build momentum into the future.

Integration planning efforts have to be carefully planned and timed. Sometimes the contract is signed and closes on the same day, in which case integration planning must be completed ahead of that date. If there will be a delay between signing and closing, the team can use that time to finish the plan. Pre-planning can take as little as 30-60 days, although larger company integration may take much longer. The time needed to prepare can be stressful but less so if essentials are handled strategically first, then there is a secondary plan to move forward from there.

To be successful day 1 requires being ready to address each of these questions: 

• What is essential to be integrated and required to operate immediately?
• What can run in parallel and be taken care of at the appropriate time?
• How do you stabilize business during the first 100 days (customers, people, process, and technology)?

After that, full integration can proceed over time as appropriate. There are typically three approaches to integration: full absorption, target adoption, or hybrid. Usually, the goal is full absorption, which requires training the target company’s staff. Conversely, if the goal is to adopt the new company’s processes, then the buyer’s staff will need training. Or, the integration plan might call for a hybrid solution -- maintaining your core processes while adding some from the new company or creating entirely new procedures. The goal is to achieve the best of both worlds.

At first, there will likely be a duplication of processes and costs in some areas. Knowing both businesses in detail will determine the best ways to standardize and drive efficiencies into the new company and establish a new culture going forward. Transparency and communication are critical. M&A advisors can focus on these areas, too, to ensure a successful transition.

Performance optimization

Process analysis and performance optimization are both services an M&A advisor can assist with. During integration, the process analysis drives critical components of the planning. This discovery and review process can also be used to uncover gaps or deficiencies, to develop a roadmap for future improvements (synergies), especially for key considerations such as technology and personnel. Process analysis/improvement and performance optimization can also be utilized post-integration after time to help drive greater efficiencies in the new processes of the combined entities. This is done at times to minimize the amount of change to personnel and is highly dependent on the situation. 

Typically, there are a few key areas M&A advisors can help: (a) financial processes such as order-to-cash, procure-to-pay, and record-to-report and (b) human resources such as payroll or hire-to-retire. All of these processes are essential to business operations and tracking of the business to drive timeliness and transparency throughout the business. 

An M&A advisor who has extensive experience seeing transactions from start to finish can also help set realistic expectations. This is important when you consider that the consulting firm McKinsey & Company studied 160 mergers and found 70% did not achieve top-line revenue synergies that were initially expected.