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Analysis and Process
We advise clients that are contemplating an acquisition or creation of a joint venture with an operating business. To establish the value of the target, the firm employs similar methodologies to those used in analyzing a business to be sold. We work with clients to evaluate the significance and practicality of potential economies resulting from the acquisition of another business unit or combination with another company. Those economies are analyzed separately and incrementally to the underlying value of the target.

Alternative Structures
Sometimes the simplest approach — acquiring 100% of the target — just isn’t possible or reasonable. Alternative approaches, such as partial acquisitions that may be under-pinned by agreements containing strong management incentive features, or with options to acquire voting control, can achieve the objective without acquisition of outright control. In each case, our focus is on finding a timely, effective and tax-efficient structure.

Due Diligence Guidance
We guide the due diligence process by working with the client's accountants and other experts in an effort to analyze value. We work with auditors to discover hidden assets or potential savings, and to uncover potentially unpleasant surprises. This may be particularly important with privately-held targets whose operations may not offer potential buyers meaningful management accounting, despite high-quality, audited financial statements.

Even if it is not available at the outset, developing high-quality information in the course of negotiating a purchase is critical to valuing the target and calculating the amount of consideration to be paid. This is true whether or not the acquisition is in the context of a competitive sale process. Our extensive due diligence experience allows us to help clients by developing a clear, objective picture of the target. Our network of experts and management consultants can be a useful adjunct for a client concerned about using his own experts out of secrecy concerns, particularly within a tightly-knit industry or segment.

Selected Transactions
Represented Clariant in the sale of its Polysilazane coatings business.

Exclusive financial advisor to Celanese in the sale of its common interest in PEMEAS GmbH.

Represented Aspherio in the negotiation of a strategic alliance and a management services agreement, with GSI Commerce Inc. .
 
 
  Divestitures and recapitalizations
Outventuring: technology portfolio optimization and transfer
Management buyouts and financing activity
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