The firm advises companies
and business owners seeking to sell or recapitalize operations that no
longer fit current business or ownership strategies. Recapitalizations
may take place in connection with special dividends or other
distributions, inter-generational transfers, or be driven by other
business and financial planning requirements. Beyond maximizing selling
price, the firm has been successful at working with clients where the
circumstances may require an approach that sharply limits the field of
potential buyers, curtails the method and timing of consideration, or
allows only a partial sale of the business.
Once a client's decision to sell or recapitalize has been made, we
develop a project execution strategy and a valuation range for the
project. We devote major effort to targeting the strongest fit with
potential acquirers before soliciting potential buyers or investors.
This allows us to maximize value and avoid over-exposing the client or
target operating unit through a highly visible and unnecessarily broad
The sale process itself may involve competitive bidding or be
restricted to one or a series of consecutive dialogues with prospective
acquirers. In certain cases, it may even be limited to a single
negotiation with a well-identified and highly motivated buyer, possibly
arising from an unsolicited inquiry. Typically, we prepare a
descriptive memorandum and other written materials to facilitate
informing potential acquirers about the business.
In most cases, we find that a competitive process yields higher selling
prices and better conditions of sale. In our typical process, we
contact potential buyers, obtain signed confidentiality agreements from
them, provide them with descriptive information that we have prepared,
and solicit written indications of interest from them. Once we have
received the preliminary bids, the firm ranks the prospective buyers
for the client in terms of perceived desirability.
The next step is the management presentation, the most important
opportunity to showcase the potential of the business for the acquirer
or investor. We work closely with management to ensure that they have
the right tools to address the concerns and interests of prospective
Our experience allows us to help guide the process by avoiding
potential buyers whom we believe to be either less-than-serious or
likely to pose difficulties in negotiation or in obtaining financing.
In addition to controlling information flow to prospective buyers, our
involvement on behalf of clients typically includes supporting or
leading the negotiations with prospective buyers, as well as
identification and coordination of supporting experts, such as
accountants, appraisers, environmental auditors and legal counsel.
We are not tax advisors, but tax considerations play a big part in
making recommendations to clients regarding transaction structure.
First, we consider the local tax jurisdiction of the client carefully,
and usually do so in consultation with local tax advisors. If there are
cross-border implications, we take them into consideration as well. In
order to preserve as much as possible the pre-tax economic benefit of
the business strategy, we work closely with our client’s tax counsel
and with independent tax advisors, as necessary. Our firm has developed
a variety of transactional approaches and structures that are specific
to certain tax jurisdictions. And we have found repeatedly that proper
structuring can avoid dissipating a substantial portion of the benefit
of the underlying business strategy.
For a family-held business, inter-generational transfer is usually a
key objective. We work closely with the owners of a privately-held
company to structure a transaction as carefully as possible, so as to
achieve full value for the business being recapitalized without
overleveraging the operation or introducing equity investors whose
interests might deviate widely from those of the family.