Buyers typically want asset deals, sellers typically want equity deals. The structuring of a transaction has huge ramifications for operational integration, hidden and contingent risk levels, cash flow generation and tax implications.
Transaction structure is almost as crucial as price in executing a successful transaction. ITM’s specialty is to balancing the competitive dynamics of a transaction with the structural attributes of the target to establish the best transaction structure..
VALUATION ENGINEERING, VALUATION CREATION, VALUATION OVERSIGHT:
ITM has the technical expertise to handle any valuation regardless of structure. ITM knows that corporate valuations are based on a series of assumptions which are based on human perception and interpretation – as a result, valuations can be influenced by everything from corporate politics to misguided incentive packages.
ITM’s methodology ensures objectivity and consistency with your organization’s strategic goals. Parameters for all major assumptions are established early in the process and any deviation is well documented.
ITM can create the valuation – or work with your existing team to create a valuation process that can be used as the template for future transactions.
DUE DILIGENCE MANAGEMENT AND OVERSIGHT:
Understanding the critical strategic and financial issues inherent in the process is the key to limiting post-closing surprises. There is significant noise generated in the due diligence process – knowing the true deal breakers in advance will lead to an efficient and confident due diligence process.
ITM’s approach to due diligence allows you to use your own employees, external auditors and national accounting firms – risk identification and mitigation becomes just another standardized step in the overall transaction management process.
MANAGEMENT/BOARD APPROVAL PROCESS ASSISTANCE:
Maintaining consistency between the approved acquisition strategy, valuation principles and the transaction submitted for Executive/Board approval is the key objective of ITM – especially as the definitive decision to close approaches. Capturing and articulating the core investment principles, risk and return of a proposed transaction should never be considered as just an administrative step in the process.
Third party oversight ensures that a transaction is fairly presented and deters individuals with a vested interest in execution from being less than forthright in presenting material issues.
ITM’s team has the skills and experience your organization needs to make sure your Executive Team has the all material information it needs to make an informed decision.
DEFINITIVE AGREEMENT AND CLOSING PROCESS ASSISTANCE:
Turning a business agreement into a contractual agreement is never a simple process and sometimes results in the termination of a transaction that was assumed to be complete. ITM’s experienced professionals ensure that there is a smooth transition from the financial and operational agreement to a fair and clear contractual agreement.
Using a cross functional team approach, ITM will help your staff understand the financial and operational ramifications of all material terms during the negotiation of the definitive agreement.
Whether your organization chooses in-house counsel, external counsel, or any of the regional or national legal resources affiliated with ITM, proper communication between transaction team members will never be sacrificed in the process of negotiating the definitive agreement.
