Ensure the Deal is Correctly Priced

Farrell Advisory ensures there is robust focus on valuation early in the acquisition process so that potential biases or oversights are quickly identified and valuations are updated.

Effective Project Management of the Transaction

Farrell Advisory provides Proactive Cross-Functional Project Management Leadership to ensure the M&A transaction and/or financing initiatives are successful and completed in an efficient and timely manner.


Strategy

Strategy Assessment

  • Evaluate growth challenges and opportunities facing the business and then:
    • Identify and quantify risks associated with business models and market entry strategies.
    • Develop an M&A strategy ‘road-map’.
  • Develop screening criteria to identify attractive acquisition targets.

Options Evaluation

  • Conduct primary and secondary market research.
  • Develop clear and actionable recommendations on priority targets.
  • Develop a clearly articulated rationale for pursuing a specific target.
  • Structure the acquisition.
  • Develop a preliminary financial model.
  • Understand variables impacting deal value so that the company does not over pay for the acquisition.

Deal Execution

Deal Evaluation and Formal Buy-Side Due Diligence

  • Analyze and evaluate:
    • The drivers, risk factors and significant patterns in the historical performance.
    • Quality and sustainability of earnings (“Quality of Earnings”).
    • Projected financial performance and underlying sensitivities.
    • Deal’s accretive/dilutive impact on acquirers earnings.
    • Working capital including seasonality, closing and projected levels.
    • Net assets & off balance sheet liabilities.
    • Debt & debt like items.
    • Tax compliance and structuring.
  • Identify relevant integration or “stand alone” challenges.
  • Evaluate interim performance between initial diligence and close.
  • Project manage other due diligence teams (e.g., tax, HR, insurance, commercial, operations, IT/back-office, valuation, regulatory and compliance, contracts and legal).

Deal Execution (continued)

Negotiation

  • Initial Negotiations:
    • Develop a clearly articulated presentation to sellers and management of target for benefits of offer.
    • Develop timetable for completion of transaction.
    • Liaise with other advisors.
    • Develop Letter of Intent.
  • Final Negotiations:
    • Liaise with other advisors to ensure all relevant findings are incorporated into S&PA.
    • Ensure financial items (e.g., income and working capital targets and accounting policies) are clearly defined within S&PA so as to minimize risks to the buyer.
    • Develop Transitional Service Agreements.
  • Evaluate post-closing purchase price adjustments.

Financing

  • Prepare for capital raising.

Communication

  • Develop post-close communication plan to convey management credibility, stability, continuity and transparency.

Value Capture

Synergy Analysis and Project Management

  • Plan and setup Integration Management Office, governance structure and functional integration support (e.g., synergy development, execution and tracking).
  • Develop detailed First 100 Days Action Plan:
    • Evaluate all the functions of both entities to determine best practices.
    • Design organization and integration plan for all business functions.
    • Determine correct staffing levels.
    • Define customer, channel and product strategies.
    • Develop operating improvements and cost reduction.
    • Assess the feasibility of integration project plans.

Integration and Transformation

  • Develop financial and business model/plan of combined business.
  • Define financial reporting requirements.
  • Lead and assess integration and business transformation.
  • Integrate business process and systems.
  • Develop business performance analytics (e.g., operations, IT, financial and HR impact).

The Halifax Group

Due diligence on 2 community-based home respiratory products and healthcare services companies

The Halifax Group

Due diligence for buyer of home based healthcare franchise

The Halifax Group

Due diligence on operator of opioid treatment clinics

The Halifax Group

Due diligence of designer and manufacturer of UK playground equipment company

The Halifax Group

Due diligence of distributor of light vehicle maintenance parts and accessories

The Halifax Group

Due diligence for buyer of fast food restaurant franchisee

Bilgola Capital

Due Diligence of 8 IT services and hosting companies

LBC Credit Partners

Due diligence on technology government contractor ($61M of revenue)

LBC Credit Partners

Lending due diligence twice on Vistronix, government contractor

LBC Credit Partners

Due diligence for $150M media and distribution company

LBC Credit Partners

Due diligence for $90M printing company

MBF Healthcare Partners

Due Diligence of Autism Centers of Michigan, applied behavioral healthcare Medicaid multi-side businesses

MBF Healthcare Partners

Due Diligence of World Evolve. and WeTherapy, applied behavioral healthcare Medicaid multi-side businesses

BAE Systems

Due diligence of a IT government contractor

BAE Systems

Due diligence of United Defense ($4B of revenue)

Private Company (Confidential)

Due diligence on two technology government contractors

Arlington Capital Partners

Due diligence of a carve-out, distressed international homeland security company ($140M of revenue)

The Gores Group

Due diligence on a provider of complex security solutions government contractor

The Gores Group

Due diligence on CompuDyne, a listed government contractor ($150M of revenue)

SmithBucklin

Due diligence on government contractor that provides expositions and conferences for the DoD, Civilian Agencies and prime contractors

Preferred Systems Solutions

Due diligence on Government Contract Solutions, Inc.

Non-Profit (Confidential)

Due diligence on a distressed international government contractor ($370M of revenue)

Suntrust

Business diagnostic review of distressed human services case management licensing government contractor ($70M of revenue)

EDG Partners

Due diligence on non-emergency ambulance services

Lynx

Due diligence on payroll software and hosting company

Lynx

Due diligence on technical training in receivership

Lightower

Due diligence on a company providing fiber optic networks

MC Partners

Due diligence on telecommunications-towers and fiber solutions company

Viatel

Due diligence of Business only ISP /xSP (Storage, Backup, Telephony, etc.)

Vector Capital

Due diligence of talent management IT company ($130M of revenue)

Private Investor (Confidential)

Due diligence on software and services provider for mobile collaboration

Private Company (Confidential)

Due diligence on a structured cabling, fiber optic & utility construction company

Private Company (Confidential)

Due diligence on cyber security government contractor

Private Company (Confidential)

Due diligence on a space surveillance technology company

Private Company (Confidential)

Due diligence on a cyber, software, information assurance and engineering government contracting technology company

Business Development Corporation of America

Lending due diligence on software and services mobile collaboration

Cerberus Capital Management L.P.

Due diligence of coal mine ($370M revenue)

Cerberus Capital Management L.P.

Due diligence on manufacturer of ready-made wiring assemblies ($170M of revenue)

Wynnchurch Capital

Due diligence on Korean automotive parts manufacturer

Wynnchurch Capital

Due diligence on merger of two window companies with $200M of revenue

Wynnchurch Capital

Due diligence on pipe manufacturer with $375M of revenue

Black Orchid Equity

Due diligence of a three residential construction companies with combined revenue of $305M

Regions

Business diagnostic review of distressed grounds systems government contractor manufacturer ($275M of revenue)

Private Investor (Confidential)

Due diligence on boiler manufacturer

Bank of America

Due diligence on manufacturer of polymer-based building products in North America ($1.7B of revenue)

Private Investor (Confidential)

Due diligence on designer and manufacturer of industrial wheels and casters ($100M of revenue)

Financial Investor (Confidential)

Due diligence on developer and manufacture of health and beauty products ($48M of revenue)

Lex Transfleet

Due diligence on dustcart vehicle hire company

Lex Transfleet

Due diligence of a logistics company

Dawsongroup plc

Due diligence on multi-site European cold store rental group

H.I.G. Capital

Due diligence on $300M international logistics and international freight forwarding company

Monroe Capital

Due diligence for $850M logistics company

Lynx

Due diligence Landis ICT Services Limited (in administration) technical IT training business

Lynx

Due diligence of Power Education, IT technical training business

Private Investor (Confidential)

Due diligence on employment agency

Wayzata

Due diligence of distribution company

The Wicks Group

Due diligence of author and publisher of school and college text books ($100M of revenue)

Octavia Investments

Due Diligence on full service sit-down and quick service restaurants, bars, lounges and gourmet markets in airports

Peets Coffee & Tea

Due diligence on Intelligentsia (roaster, coffee bars and distributor of coffee)

Private Investor (Confidential)

Due diligence and modelling for investor in martial-arts infused fitness franchise

The Spice House

Due diligence on merchant of spices, herbs and seasoning

Goldman Sachs

Due diligence on developer and manufacturer of health and beauty products

Goldman Sachs

Due diligence on direct-to-consumer retailer which provides sub-prime.

Ambac

Lending due diligence on Church’s Chicken (franchisor)

Ambac

Lending due diligence on RE/MAX (franchisor)

Monroe Capital

Lending due diligence on a mobile device accessories business

Disclaimer Note: Certain transactions listed above were effective by principals of Farrell Advisory prior to the date they joined the firm