Acquisitions

FAQs

Why do I need an external adviser?

Often buyers are unaware of the investment of time and resources required in order to not only identify a suitable party, but successfully complete an acquisition, and this is before the integration of the target begins.  Experienced and professional advisers can be invaluable from the outset, ensuring the brief you compose not only fulfils the ongoing requirements of the company, but is achievable and realistic.  The percentage of companies who are successful acquirers without the aid of external guidance is low, and for good reason.

Can you help us negotiate the deal?

Absolutely - we are experienced negotiators and because we are regularly instructed by buyers and sellers we are usually able to identify the key sensitivities in a deal.   Understanding the driving factors of both sets of parties involved is critical in achieving a deal which is agreeable, and often this does not relate purely to the financial consideration.

How can I limit my risk?

Risk alignment is a crucial element to the assessment of a target.  As a buyer any perceived area of risk requires extensive scrutiny to validate the ongoing financial performance of the target.  This is not solely related to purely commercial elements such as reliance on a small number of clients, potential retenders or contract renewals due in the short term, nor the competency or reliance on the remaining management team.  External factors such as politic or economic changes need to be projected and assessed in detail, viewing the liquidity and profitability of the target in realistic alternative scenarios.  

How important is the deal structure?

Vitally – it can make the difference between the deal happening or not.  Whether the issue is funding, risk alignment or taxation, we provide expert advice in structuring the deal properly.  Our experience in acting for both buyers and sellers often enables us to close expectation gaps that could not be bridged without our input.  Knowledge of alternative and varied deal structures is often the key factor to making a deal happen.

What about preparing the heads of terms – do I need a lawyer for that?

The ‘heads of agreement’, ‘heads of terms’ or ‘HOTS’ is usually a non legally binding commercial document.  Sometimes it helps to involve lawyers at an early stage but we are often able to take the lead in this process.  The key thing is to achieve a clear understanding of the terms of the transaction and to eliminate as much ‘wriggle room’ as possible in order to reduce misunderstandings and delays later in the process.

Who manages the deal process?

As lead advisers, deal management is one of our core services.  We work to minimise delays, reduce disruption to the business, maintain confidentiality and co-ordinate the expectations of all parties (and their advisers). This requires experience, attention to detail, a sense of the action and a cool head – attributes that can only be developed over time and with experience.

What does the deal documentation look like and who produces it?

The lawyers take the lead but our experience and our ability to work closely with your legal team will provide additional comfort to you.  We are very good at translating legal documents into plain English and making sure our clients can distinguish the ‘wood from the trees’. 

How am I protected from any ‘skeletons in the closet’?

Within the legal documents will be a schedule relating to warranties and indemnities.  These are in place to protect you, should the vendors not disclose information prior to the sale happening.  However caution must still be taken, as the vendors’ solicitor will draft a ‘Disclosure Letter’ to protect their client, and the warranties will have minimum thresholds and expiry periods.  Experienced advisers in the acquisition process, conducting a thorough due diligence at the outset, remain the preferable route to validating every aspect of information prior to completing the deal.

We are completely new to acquisitions and need guidance on most aspects of the deal.  Are you right for us?

Yes we are.  We act for both ‘serial acquirers’ and for purchasers who are in unfamiliar territory.  Empathy with each of our client’s individual circumstances and the level of comfort that we bring throughout the transaction process are often among the least tangible but most appreciated of our skills.

 

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we are based in Norwich and have office facilities in London. Get in touch on 01603 703177 or contact us here