WHAT WE HEAR:
"The deal costs in our M&A transactions are always higher than we expect them to be."
"Business leaders now complain of higher allocations after the spinoff of some legacy businesses."
"The seller is no longer responsive to the TSA we signed."
"Management is being pulled in so many different directions due to the IPO. All the requests seem ad hoc and take so much time to fulfill."
"The divergence between our valuation and the banks is surprising. My team does not know why."
Realizing the implied value from transformative events requires a structured approach to de-risk the transaction, we proactively identify and address potential gaps, allocate resources appropriately, and execute the transaction. A systematic and fact-based approach minimizes business disruptions and provides a clear roadmap to achieve desired outcomes.
A structured IPO process minimizes the risk of adverse comment letters from the SEC and increases the likelihood of favorable pricing during the marketing process.
- Quarterback the IPO process: Develop transaction timeline and key milestones, liaise with internal and external stakeholders, identify and resolve issues, and mitigate risks
- Assist with S-1 and other regulatory filings
- Prepare and pressure-test business models based on investment thesis
- Develop financials and other roadshow materials
- Identify additional public company compliance process and resource requirements
- Provide surge resources to assist with SEC reporting, financial modeling, FP&A, etc.
- Reengineer close process to comply with accelerated filing and controls requirements
A structured integration management office, detailed plans, and deep subject-matter expertise can help to de-risk a transaction and facilitate synergy capture and achievement of the investment thesis.
- Develop the transaction financial model, including pressure-testing synergy assumptions and modeling potential capital structures
- Stand up and manage the integration management office, including establishing the timeline and key milestones, and identifying and mitigating risks
- Formulate detailed functional integration plans, incorporating people, process, and system considerations
- Ensure Day 1 financial reporting readiness and design go-forward consolidated financial reporting process
- Evaluate sufficiency of existing IT systems and infrastructure
A detailed analysis of anticipated standalone costs and TSA level of service is critical to realizing anticipated value from transaction.
- Develop and manage the carve-out timeline, key milestones, and resource needs
- Build standalone pro forma financials and perform scenario analysis
- Prepare Form 10 and other regulatory filings
- Identify key considerations for TSA negotiations and assist with TSA development
- Analyze stranded costs and right-size accordingly—people, systems, contracts, etc.
- Design NewCo finance structure, processes, and tools; identify talent gaps
- Address business continuity needs, including vendor and customer notifications related to the transaction
- Create and implement NewCo reporting and analytic capability
- Augment staffing needs to close the last mile of finance on the road to Day One
Proactively preparing a transition plan and documenting existing processes will provide greater certainty and reduce expenses and risk.
- Prepare transition timeline and cost estimates
- Develop desktop procedures and ensure policies are correctly documented to minimize loss of institutional knowledge
- Determine organizational needs, assess talent gaps, and develop hiring plans
- Evaluate back-office support needs at new location and identify key vendors
- Provide tracking mechanism for key assets to minimize loss
- Drive to a clean accounting close pre- and post-relocation
- Ensure technology is enabled, processes simplified, and workflows corrected during transition period
- Partner with the client team to develop an achievable timeline and adhere to key milestones
- Review transaction business plan, identify potential issue areas, and develop contingency plans
- Develop the transition playbook to ensure a disciplined execution plan
- Assist management with drafting pro forma financials pre- and post-transaction
- Assess resource gap requirements and develop an impact assessment of the transaction on business operations, people, and systems; supplement as necessary
BENEFITS OF DOING IT WELL
- Greater certainty in transaction outcomes
- Lower deal expenses from reducing redundant resources
- Minimized disruption to management, enabling greater focus on day-to-day management
- Better alignment of buyer and seller incentives leading to “win-win” outcomes
- Financial transparency
- Improved governance and organizational visibility
- Timely and accurate reporting and forecasting
- Sustainable financial models
- Team engagement and accountability
- Elimination of stranded costs