Merger & Acquisition

Use capable, experienced, and objective assistance when initiating or responding to acquisition opportunities.

Acquisition

Rice & Associates works with either proactive or reactive acquisition engagements.

In a proactive acquisition, Rice & Associates:

  • Helps clarify the acquisition criteria
  • Targets, contacts, discerns interest, & clarifies expectations of sellers – and begins to gain sellers confidence, trust, & respect
  • Handles confidentiality matters
  • Requests and handles correspondence
  • Evaluates the acquisition, and reviews for certain concerns & opportunities – like assimilation, synergistic fit, or cost reduction
  • Performs a fair market business valuation that’s able to be explained & defended

  • Prices the offer, or reviews & credibly responds to seller’s pricing
  • Negotiates the deal
  • Bridges significant differences in deal gaps through listening, finding solutions, and use of risk/reward contingency pricing
  • Summarizes key components of the deal – see Term Sheet under Business Sale for typical key components
  • Interacts with your due diligence team
  • Works with your attorney to bring the acquisition to a successful close

A reactive acquisition process is similar to proactive, except for certain criteria, targeting, and evaluating activities.

Not as glamorous, but many times the best deal is the one not made. Rice & Associates helps screen out or pass on deals that shouldn’t be made.

Business Sale

Rice & Associates represents a sound choice to assist you in executing a business sale exit strategy. As part of its merger & acquisition advisory role, Rice & Associates works upfront with you to determine viable options and timing.

Rice & Associates works with either proactive or reactive/limited sale engagements. A proactive sales process includes:

KEY STEPS RICE & ASSOCIATES
Prep for Sale and Information
  • Addresses timing, management, performance, audit, and financial considerations
  • Gathers and assimilates information
Valuation/Pricing
  • Performs a fair market business valuation, principally utilizing free cash flows (EBITDA) income approach
  • Does credible recasting, and looks at deal from both seller and buyer perspective – to get done, deal has to work for both parties
  • Builds a case for “expected” earnings/EBITDA
  • Understands value drivers
  • Generates competitive buyers and options
Targeting
  • Targets (rifle approach), contacts, discerns interest, & positions the expectations of qualified strategic or Rice & Associates network of financial buyers
  • Utilizes CDA for upfront confidentiality protection
Confidential Sale Memorandum (CSM)
  • Prepares professional company profile or less formal, where called for, marketing package to limited, interested targets – CSM typically includes company overview; expectations; transaction reasons & objectives; major assets for sale, including highlighting and selling intangibles; marketplace discussion; people; financials; and buyer’s opportunity
Negotiations & Term Sheet
  • Negotiates & sells the deal
  • Able to articulate & defend valuation, and bridges real differences in expectations
  • Drives the deal terms – typically includes pricing, transaction structure, terms, people/employment, allocation, lease, non-compete, timing, working capital “stake-in-the-ground”, minority interests, third party handling, contingencies, indemnification provisions & other major reps, and other key components to the transaction
  • Monitors buyer’s due diligence
  • Gets parties through the deal’s rough spots
Purchase Agreement
  • Coordinates and works with your attorney to see the deal sticks to intent, and gets documented through to a successful conclusion
A reactive sales process is similar to proactive, except for certain information, targeting, and CSM activities