| In some cases
prospective buyers and sellers come together without the assistance
of an M&A professional or "intermediary." In such cases CAA
can assist either the selling shareholders or the proposed buyer, as
further described below. Seller Negotiation Services
CAA can provide an array of services custom-tailored to any given
situation depending upon the specific needs of its sell-side clients. For
example, CAA can:
a) Evaluate the adequacy or reasonableness of the prospective purchase
offer(s) via CAA's "business sale valuation" services (click Business
"Sale Valuation" for more detailed information);
b) Negotiate the acquisition-sale structure to either minimize the
seller's tax consequences and/or to equitably "balance" the tax
ramifications to both seller and buyer;
c) Structure the transaction to improve its
"financeability"
and thus increase the probability that the transaction will close as had
been agreed to by both seller and buyer;
d) Prepare and negotiate the purchase or sale offer
"letter of
intent" or "term sheet";
e) Generally assist in all aspects of the negotiation, including legal
documentation review, to break "logjams" or impasses, resolve "deal breaker" issues, and otherwise guide the negotiations
toward a "win-win" result for both parties to the
acquisition-sale transaction; and
f) Coordinate/manage the buyer's due diligence information requests and
process from the seller's perspective (e.g., coordinate information flow
to/with buyer 's bank/financing sources, attorney, accountant, fixed-asset
appraisers, insurance and EPA professionals, etc.) and otherwise minimize
the seller's time and involvement in this phase of the acquisition-sale
transaction.
Buyer Negotiation Services
As with representing sellers, CAA can similarly provide an array of
services custom-tailored to the prospective buyer's specific needs. For
example, CAA can:
a) Value the acquisition prospect or
"target" on both a "standalone" and "strategic acquisition" basis;
b) Create sophisticated financial (and financing-oriented) projection
models and other computer-generated analyses to simulate the
buyer-economics of the acquisition under a variety of business
environments and/or financing schemes;
c) Evaluate the tax consequences to the buyer (or both buyer and
seller) under various acquisition structures and financing scenarios;
d) Prepare and negotiate the acquisition
"letter of intent"
or "term sheet" and otherwise assist in all aspects of
transaction negotiations; and
e) Arrange/negotiate acquisition financing (click
Acquisition &
Restructuring Financing for more detailed information).
In the event that a prospective buyer has not already identified
his/its acquisition target(s) CAA also can assist buyers in conducting
targeted "buyer searches" to surface suitable acquisition
candidates.
Finally, whether CAA is representing a seller or a buyer, CAA is able to
provide its clients with a highly competitive fee structure closely tied
to the very specific needs of its clients and the transaction(s) at hand.
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