Philpott Ball & Werner advises owners and senior management teams that are considering the sale or merger of all or part of their businesses. Our clients include privately held and publicly traded corporations, private equity groups and individual owners located throughout North America, the United Kingdom and the European Union.
We have extensive experience selling companies, subsidiaries, divisions and business units with transaction values ranging from $20 million to $400 million. Due to our industry expertise and tenured experience in the defense, aerospace, intelligence, space and industrial market sectors, we have a detailed understanding of key industry and transaction dynamics within our markets along with strong relationships with key contacts and decision makers within corporations, industry groups and financial institutions serving these markets. Our relationships, discipline and expertise enable us to develop and implement focused and customized sales strategies/processes for our clients.
Strategic Positioning & Advisory
With the goal of maximizing value and reducing potential post-closing risks, PB&W advises owners and senior managers on positioning their business for a future sale transaction. Such advisory services often include evaluating internal systems, financial reporting, detailed forecasting, depth of management, management succession planning (Key Man Issues), customer concentration, current and expected market dynamics and pricing, assessment of technology/product positioning, along with other operational dynamics. Key considerations often include a quality of earnings analysis, financial audits, internal financial reporting systems (ERP and inventory control systems), environmental surveys, market surveys, representation and warranty insurance, among other items. Our objective is to enhance business processes, to mitigate risks and prepare a company for a future liquidity event.
Market Preparation, Staging & Sale Process
Once a decision has been made to sell, PB&W works with its client to determine the optimal sale process that meets with the client’s objectives. PB&W guides its clients through a comprehensive planning and preparation process to prepare the company for the rigors of the transaction. PB&W is involved in all aspects of the transaction process from preparing required evaluation materials through identifying, contacting and negotiating with multiple potential buyers. PB&W services also include detailed due diligence support, advanced modeling, evaluating a clients platforms/programs and opportunity pipelines, managing virtual data sites, responding to detailed questions and information requests and contract negotiations. PB&W fully supports other client advisors throughout the sale process to include legal counsel and accountants. On every transaction, PB&W assigns senior level bankers who are fully engaged throughout the entire process. Our bankers have leading tenure and experience in our markets and have a thorough understanding of critical technologies/systems and market dynamics.
PB&W also has experience in advising on transactions with complex ownership structures to include Employee Stock Ownership Plans (ESOPs) and multiple tiered ownership structures.
Identification of Strategic Acquirers
Identifying strategic acquirers is critical to finding the best potential suitors and to maximizing value for all stakeholders. PB&W uses its industry expertise, relationships and database resources to identify strategic acquirers, to include strategic private equity groups and private and public companies.
Access to Key Decision Makers
Identifying and accessing key decision makers is important to working with strategic acquirers and soliciting interest. PB&W has relationships with, and direct access to, many key executives in its focal market segments. This access expedites the decision making process, drives value and reduces the sale process duration.
Understanding the Market and Value Drivers
Understanding of the industry, business and technology/services of a selling company and how these attributes enhance a suitor is key to positioning and maximizing the value of a client business. PB&W has a comprehensive understanding of the value drivers of our clients’ businesses.
Continuous Sale Process Management
A well-executed Sale Process requires continuous management by expert professionals. From initial engagement to closing, PB&W is directly involved in all aspects of the sale process, including due diligence and purchase agreement negotiations. PB&W prides itself on being a full service M&A advisor with leading sector expertise
Understanding of Buyer Dynamics
A thorough understanding of buyer dynamics is central to the strategy and negotiations in a company sale. As a result of our buy-side experience and long-term relationships, PB&W possesses a unique understanding of buyer dynamics during sell-side engagements. This experience is critical in creating the sale document, during management meetings and due diligence, and in LOI and purchase agreement negotiations.
Mergers & Acquisitions
Acquisition Advisory Services
PB&W provides buyside services to include acquisition searches. Our clients are typically larger publicly traded corporations and Private Equity Groups which are seeking to make strategic acquisitions to support their overall growth strategies.
Strategic Acquisition Review
PB&W advises clients on improving and detailing their acquisition strategies. We assist our clients in evaluating their markets, growth objectives, products, technology and competitive positions to help them define appropriate acquisition parameters. Such reviews include an analysis of clients’ financial strength, capacity, stand-alone valuations, programs/platforms and customers.
Identification of Potential Targets
We identify, evaluate and qualify potential acquisition/merger targets for our clients. PB&W works closely with clients to develop priority segmentation of targets that meet their defined objectives, optimize their operational leverage and identify potential synergies. Targets may include stand alone businesses, divisions or subsidiaries along with select product lines (carve outs).
Evaluation of Acquisition & Merger Targets
PB&W evaluates the operations, technology, competitive position, management and growth outlook of acquisition and merger targets. PB&W’s evaluation includes a sensitivity analysis of the target, which enhances our ability to assist our clients in negotiating the terms and conditions of a potential transaction along with assessing risk. PB&W evaluates a target’s financial performance by utilizing competitive benchmarking and by analyzing a potential transaction’s impact on cash flows, synergy benefits, potential cost savings, earnings per share and return on capital deployed. Our team is fully engaged in all diligence meetings and coordinates meetings and calls with each deal team.
PB&W assists clients in negotiating transaction pricing, terms and conditions. We advise and assist in:
- Valuation/Pricing & Leverage Analysis
- Operational issues
- Exclusivity periods
- Purchase price adjustments (net working capital)
- Oversee Quality of Earnings evaluations
- Break-up fees
- Debt Financing & Third Party Equity
- Escrows, Baskets & Caps
- Earn-out Agreements
- Environmental Reviews/Surveys
- Materiality & Knowledge qualifiers
- Non-compete Agreements
- Senior Management Employment Agreements
- Representations and warranties (fundamental and non-fundamental)
- R&W Insurance
- Closing Conditions
- Indemnification Periods and other key issues
- Transition Service Agreements