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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 "shot-gun" approach.

Sale Process
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 investors.

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.

Tax Significance

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.

Inter-generational Transfers
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.

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. .
Acquisitions and joint ventures
Outventuring: technology portfolio optimization and transfer
Management buyouts and financing activity
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