Buyers | Merger and Acquisition Services
Proprietary Deal Flow
How can you find acquisitions that really fit your strategy and criteria? How can you convince them to talk about selling, at a realistic price? How can you do all this, and still find time to do anything else? Clients of The Acquisition Search Corporation (TASC) do it by focusing on proprietary deal flow.
Proprietary deal flow is acquisition prospects for which you are the only bidder. You know they will fit your strategy and criteria because you choose them yourself. You will be the only bidder because they are not actively seeking a buyer. However, they have sound reasons to consider a sale, reasons that have nothing to do with the expectation of an excessive price.
TASC believes proprietary deal flow produces significantly better results than reacting opportunistically to companies offered for sale. Just because a company is seeking a buyer is no reason to assume it will meet your needs in seeking an acquisition. Even if it does, there is a high risk it will have found a buyer before you find it. If it hasn't, the whole process of offering a company for sale is designed to create an auction, to produce the highest possible price. The end result for you can be wasted time, hurried decisions, frustration or worse. Proprietary deal flow normally avoids all this.
The Acquisition Search Corporation offers buyers a full range of services, from a complete outsourced acquisition search to limited assistance to the buyer interested in only a single target already identified. While you may not need all these services, here are some of the ways we can help you:
Strategy and Objectives
TASC helps clients to develop proprietary deal flow by taking the time to understand the business strategies and plans that create the need to make acquisitions. Before recommending a prospect, we assure that it fits our client's objectives and that it is the best way to achieve them. If an acquisition wouldn't be in a client's best interest, we don't hesitate to recommend against it.
Acquisition criteria must be clear and precise, to permit quick and correct decisions, often on the basis of limited information, as to whether to invest significant time in pursuing an acquisition candidate. However, criteria cannot be so demanding that no prospect could possibly satisfy them.
The Acquisition Search Corporation helps clients to articulate criteria that accomplish this and are fully supportive of strategies and plans. If this has already been done, we review these criteria, weigh them against the constraints of the marketplace and recommend modifications, if needed.
Identifying, Researching, Screening and Selecting Prospects
TASC uses state of the art research methods, an extensive network of contacts and over thirty years experience to identify companies that fit the client's criteria, not just ones that happen to be for sale. We study the needs of their owners, to determine why they might consider a sale, without being offered an excessive price. Before contacting any prospect, we review with our client what we have learned about it and why we believe it should be of interest. No contact is made until a client has specifically authorized it.
Making Initial Contact
To provide the business owner a compelling reason to consider a sale, a reason not related to price, our client must view his or her role as selling the benefits of a business combination, not merely buying a business. The Acquisition Search Corporation closely studies potential advantages to the seller, to help develop a well-planned marketing campaign on behalf of each client.
Careful thought is given to selecting the individual to whom this campaign will be directed. We seek the person with the strongest incentive to sell and the authority or influence to deliver the seller to the bargaining table. While this is often the largest shareholder or chief executive, we don't automatically assume it will be. We do the research and analysis necessary to identify the right individual.
We may personally know or have entree to this person, through our extensive contacts. If not, our reputation and expertise normally afford quick access to decision-makers and a careful hearing of a proposal. Our sensitivity to the emotional needs of the seller is of great assistance in gaining this person's confidence. Often sellers will share with us confidential information that they would never discuss with our client or with a business broker.
While results vary with criteria, we normally expect to convince up to half the prospects contacted to meet with us for a serious discussion of selling. We do this without creating the expectation of an excessive price. In the course of these discussions, we do the pre-screening that enables clients to focus their scarce time on only those prospects that will be of serious interest.
A successful negotiation requires that both sides have realistic expectations of price and terms. TASC has developed the discipline, insight and experience to comprehend quickly a company and its business, prospects and value. We offer penetrating factual analysis, as well as valuation. Often, we can discourage unrealistic expectations by the seller.
Structuring the Offer
An offer must meet the needs and objectives of both parties. Valuation, tax, legal, accounting and other considerations must be understood and balanced by the buyer and its full team of advisors, to decide on the right price, method of payment and other terms of purchase. With experience in numerous negotiations, The Acquisition Search Corporation is familiar with the full range of approaches needed to satisfy the legitimate, but sometimes conflicting, financial and emotional needs of both sides.
Negotiating the Acquisition
The best strategy and tactics must be chosen before discussions begin. Negotiators must keep momentum building, no matter how difficult and complex talks become. They must understand and grasp the implications of all relevant constraints, to agree on a deal satisfactory to all parties involved.
To succeed in this complex and sensitive task requires patience, expertise and the confidence gained from numerous successful negotiations. TASC makes such experience available to clients as lead negotiator, part of a team or behind-the-scene advisor. Frequently, we can help our client negotiate terms so much better than they otherwise could have, that the difference is many times our compensation.
Due Diligence and Closing
Far too many proposed acquisitions are never completed, because of problems that arise between acceptance of an offer and closing. Experience in numerous successful transactions enables TASC to anticipate most of the things that can go wrong, to help clients take necessary steps to prevent problems from arising and to deal quickly and surely with those that do occur, to assure the transaction moves smoothly and quickly to completion.
A written contract, accurately reflecting the agreement, must be prepared. Due diligence must be undertaken, to assure that all relevant facts on the company to be acquired have been presented completely and accurately. Upon acceptance of an offer, TASC works closely with our client and its lawyers, accountants and other professional advisors, to assure that the purchase agreement accurately embodies the offer that was accepted, that it is executed with full knowledge of all relevant information and that the acquisition is completed on a basis satisfactory to our client. We review each draft of the purchase agreement, in the expectation that we will be able to make suggestions to protect the interests of our client or avoid creating concerns for the seller. Our experience in preventing or responding to unanticipated problems can mean the difference between success and failure in closing the acquisition.
The Acquisition Search Corporation always acts for only one party to the transaction. Client confidentiality is fully protected. Our compensation is competitive, flexible, appropriate to our contribution to a successful transaction and designed to assure that our interests are always consistent with those of our client. There is never any charge or other obligation until it has been agreed to in writing.