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Big Pharma Megamergers Bad for Management, Good for Shareholders

Pharmaceutical companies that have remained among the world’s top 20 largest have all gone through a megamerger with a $10+ billion target company between 1995 and 2005. That sounds like good news, and it is—for the shareholders. On the flipside, such gargantuan couplings tend to wreak havoc on internal management systems, as well as organizational and critical programs; even research and development suffer ...

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Former Yahoo Finance VP Talks Smart Acquisitions

In a Q&A by Inc.com, former Vice President of Finance for Yahoo, Dennis Morgan, discusses the most important points of handling an acquisition, based on his $5 billion worth of deals while with the internet giant.  In the article, Morgan discuss why deals go wrong, how to close the gap with a proper operating plan, where deals fall through on the operations level, the need for a strategic roadmap and th ...

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M&A Looking Up for Middle Market in 2014

In an optimistic prediction from Reuters, middle market M&A activity should carry lots of opportunities throughout 2014.  The positive outlook comes after a combination of more certainty with respect to Fed tapering and fewer concerns about government stalemates.  The prediction also relies heavily on the observation that companies previously focused on cost savings have begun to shift their attention t ...

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M&A Advisory Services

The next generation Pursuing an acquisition for the sake of improving the top line is risky.  A company can focus on creating value by reducing their cost of capital and thereby improving their risk profile.  Business valuation analysts are uniquely positioned to offer advice on risk and devise strategies for corporate clients to reduce risk exposure.  These measures usually lead to improved sales, profitab ...

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Tronox Creditors Recover $14 Billion in Damages

Spinoff deemed an attempt to hinder and delay debtor’s creditors In December 2012, Tronox Inc. creditors concluded their case to recover at least $14 billion in damages from Anadarko Petroleum Corp’s Kerr-McGee unit over a spin off they claimed drove Tronox into bankruptcy. In 2006, Kerr-McGee spun off part of its business as Tronox before selling itself to Anadarko for $18.4 billion. Tronox, which was prev ...

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M&A Failure When Cash Isn’t a Factor

In 2013, 30 percent of brokered deals and 31 percent of investment bank deals fell through after a Letter of Intent was signed.  According to Pepperdine University’s Graziadio School of Business and Management, valuation gaps in pricing were the number one reason that M&A ventures failed.  This was followed closely by non-fiscal demands from either party that were deemed “unreasonable”.  Interestingly, ...

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Closing the Deal

Everyone knows that in a merger or acquisition deal, time is not a friend.  The longer transfer negotiations drag on without an agreement, the less likely a deal is going to be signed.  This is mostly because over time, both parties are more likely to adopt adversarial positions.  When things slow down, firms begin to assume the successor isn’t making the transaction a priority and may not the right candida ...

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Entrepreneurship and Transition Planning

Is there a disconnect between client expectations and advisory services? Valuation professionals are uniquely positioned to help clients identify opportunities and third parties that can take them to a proverbial next level. Business valuation is about more than just benchmarking and deriving a defensible conclusion of value, it should entail understanding the value and interplay of governance, risk, relati ...

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Transaction Advisory

Earn-out provisions require careful planning This article examines the challenges surrounding earnout provisions, particularly when the subject entity has a short history, but high growth potential, such as in untested technology. Carefully constructed earnout contingencies may help alleviate disagreements between the transaction parties and avoid valuation disparities in the process. ...

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Strategic Maneuvers

Gaining a competitive advantage for the mid- and small-market businesses In response to McKinsey & Company’s published article, “M&A as Competitive Advantage,” Bart Basi and Marcus Renwick explore the usage of M&A as part of a larger strategy, rather than a stand-alone deal. Special focus is given to the benefits relating to mid-market and small, closely held businesses, where the bulk of M& ...

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Using F-Reorganizations Strategically in Mergers and Acquisitions Transactions

Avoiding problems with an SMLLC This article reviews the benefits of considering the use of F-reorganization in mergers and acquisitions in addition to the more familiar disregarded entities (DEs) or single member limited liability company (SMLLC). F-reorganization can be used to overcome specific challenges, particularly as they relate to an SMLLC. ...

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Maximizing the Buy/Sell Agreement Potential

Agreements that work for both death and lifetime transfers Buy/sell agreements are absolutely critical to succession planning, but are too often neglected. Even when they are set up, they are generally structured to be funded by life insurance proceeds, in the event of death, rather than company cash flow. John H. Brown explains why this can be a big mistake and how certified valuation analysts (CVAs) are i ...

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CPA Shortage Looming

The American Institute of Certified Public Accountants (AICPA) reports that in less than five years, 75 percent of all CPAs will be at or very near retirement age. Naturally, there’s an undercurrent of panic in the profession. Small and midsize firm owners are reluctant to sell to large operations, not to mention the pain of watching what they’ve spent a lifetime to create simply disappear. There’s also the ...

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The Level of Value

Understanding this critical element in a buy-sell agreement Traditionally, business appraisers retained for buy-sell agreements are bound to perform their services within the specific value structure of the contract. When the valuation process is involved in such agreements, it’s essential for estate planners to understand the defining valuation elements involved, particularly the level of value. ...

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Calculating the Preference Claim in a Chapter 7 Liquidation

Garner v. Knoll, Inc.—the mathematics of a hypothetical liquidation analysis A preference payment is subject to recovery by the debtor’s estate. Having to return a “preference payment” may come as a surprise. In this case, the issue before the court is whether a creditor received far more than what it would have received under a Chapter 7 liquidation. The case illustrates the mathematics used in conducting ...

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Should M & A Clients Review Anti-Trust Implications as Part of their Due-Diligence?

Does failing to review anti-trust risk enormous penalties for being anti-competitive? M&A professionals need to take anti-trust considerations into their due diligence planning. As international manufacturing relationships continue to increase in the U.S., there is an ever-growing number of international authorities and nations ready and willing to contest your agreement. ...

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Using Valuation Skills to Help Prepare a Business for Sale

A proactive approach pays off for selling shareholders A business valuation analyst has the training, valuation skills, and experience to provide meaningful feedback to owners seeking to exit their businesses. When and how to conduct the pre-sale valuation is crucial to maximizing profit potential. This article will provide insight into using your valuation skills to help prepare a business for sale. ...

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Business Valuations in the Middle Market Have Not Declined

There Has Been a Drop in Deal Volume, per GF Data. But Here’s Why it Hasn’t Affected Prevalent Values. Bob Wegbreit offers data confirming what private equity buyers and financial professionals have sensed since the beginning of the year—that the explosion in deal activity heading into the end of 2012 carried no momentum into 2013. Still: while deal volume has declined, valuations haven’t. Find out more. ...

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