Mergers & Acquisitions
Our backgrounds in M&A, operations, venture capital and consulting combine to offer a unique perspective for our clients. Chip Elitzer brings decades of experience as an investment banker and leads Sagebrook M&A engagements, and we draw upon an experienced extended network to develop and execute a tailored strategy that delivers to specific business goals, whether merger, acquisition, recapitalization, or divestiture.
Sagebrook’s expertise covers the full range of services needed to complete strategic corporate transactions, including positioning and valuation, identifying potential acquirers or acquisitions, transaction “packaging”, meeting prep and execution, deal structure and terms negotiation for sale or purchase. Sagebrook’s services include in-depth market and feasibility analysis, extensive due diligence and valuation of client and target companies.
We take pride in the perspective that we use for sell-side engagements, because you may view your company very differently than your potential acquirer or strategic investor. To bridge that gap we start with an experienced, detailed, realistic look at your business. So when the potential acquirer asks themselves the inevitable question, “Is this the right match?” or “Should we buy this company?” the answer is an emphatic “Yes.”
Choosing an advisor to engineer a company sale is one of the most important decisions in a manager’s career. At the outset, we huddle with management on strategy and positioning, because the acquirer’s structural considerations may include a wide range of compensation options: cash, stock, notes, earn-out and consulting or employment agreements.
Our sell-side process is as follows:
A level-set on owner objectives: strategic, personal and financial;
Due diligence and valuation, to prepare for buyer scrutiny;
Buyer identification is critical, and needs to consider both strategic and financial fit;
Positioning – including material preparation – highlights our clients’ strengths and anticipates buyer questions and due diligence;
Managing the “auction process” – buyer candidates provide formal indications of interest, and with multiple parties, a managed auction process is designed to maximize value;
The negotiation process: Sagebrook is on the front lines. Our clients are able to run their business and joins the process at key points. This approach maximizes success rate and value;
Due diligence and closing: the buyer usually has intense due diligence requirements. Sagebrook continues to manage the process, including interaction with legal, accounting, etc., on through closing.
Sagebrook serves as an extension of each client’s management team – as a trusted advisor with the right set of skills and experience to manage a business sale or divesture. Quite simply: we dive in, focus on value, and achieve optimal outcomes.
Our clients are looking to drive growth through acquisition, whether it’s a single strategic target or a roll-up.
After setting the search criteria, we move to targeting & valuation, structure and negotiation. We combine experience and effort to drive results.
Our buy-side process is as follows:
Strategic analysis of the client’s business to present growth and value opportunities;
Setting target candidate search criteria: viable strategic acquisition candidates need to fit within a specific set of target criteria. We are able to focus client management on the highest value prospects;
Approaching the targets: from initial inquiry through presentation and evaluation, we move the candidates promptly to go/no go decisions;
Valuation follows, where we work with management to price and structure the transaction;
The negotiation process is successful when the structure delivers a risk and value equation that works for the buyer, while the seller’s needs are satisfied. Sagebrook manages this process, bringing the client in at strategic times, such as dealing with post-acquisition integration, marketing, customer, and personnel issues
Financing: where appropriate, we work with our client to source the outside financing needed to complete the acquisition: senior or subordinated debt, or equity.
Integration strategy and implementation: Sagebrook has a range of post-closing experience, and we are available to help clients integrate and recruit management, as well as fill essential interim management roles, where needed.