The Hilltop Companies’ senior management team has significant depth of experience with mergers and acquisitions. We have established this practice area to take advantage of our “integrated team concept” of utilizing experienced industry professionals with the finance/accounting, tax, operations, and technology perspectives that are essential to consider a merger or acquisition candidate. Most of our efforts have been to support the acquirer or a bidder to the transaction. However, we have been involved in a number of large asset sales as a financial advisor to the seller.
Notwithstanding the different functional perspectives noted above, our team members have been in different roles as well. Our senior team members have been at the C-level (CEO, CFO, CIO) when their companies were in acquisition activities. We have been involved as auditors and due diligence consultants. We have been consultants involved with the valuation of the target and auditors involved in the post-acquisition price determination audits.
We also have completed numerous consulting engagements related to integrating the people, processes and technology of the two merging companies. Our M&A team’s personnel bring a wealth of knowledge regarding the good and bad transactions that have occurred over the past 30 years and especially the “lessons learned”. We understand what it takes to execute an excellent merger or acquisition from each of the different, but important perspectives – financial, operational, technology, personnel and corporate culture.
Our experience involves all stages of the typical merger or acquisition. Each is critically important to execute well:
- Developing the acquisition strategy assists companies with the strategic thought process of growth – through acquisition or through organic means or both.
- Planning the acquisition steps
- Conducting target analysis and selection efforts include creating the “template” of desired attributes for an acquisition, matching companies to the desired attributes and assembling a “short list of targets”
- Preparing Letter of Intent business content
- Conducting due diligence
- Assisting in purchase price determination
- Assisting counsel with the purchase agreement terms (reps and warranties as well as pricing considerations)
- Executing closing date due diligence procedures
- Planning and executing post acquisition business integration.
- Integrating financial reporting and accounting
- Conducting vendor negotiations
We are often engaged to help integrate the newly acquired entity into the existing operations of the acquirer. We also assess what key initiatives will need to be executed (cost take-out, combining operations, choosing a technology application to avoid using two or more, etc.) in order to achieve the returns anticipated from the acquisition. Many of these initiatives require “change” and it is often easier for a consultant to help execute such, as opposed to the acquirer enforcing the changes to be made. Bottom line – we can assist your company with the entire life cycle of the M&A transaction.
On the sales side, we often are involved in identifying specific asset sales, business segments to dispose of, etc. Preparation for a sale is important to maximizing the seller’s price. We can help prepare your company, assets, or portfolio for sale. Sale preparation will generally improve the final price received as the item for sale is presented in its optimal, but real, condition. Given our securitization expertise, we can also assist a buyer/seller with the issuance process and on-going monitoring and reporting for securitizing the company’s assets.