Who We Serve
Our clients are builders. They're smart people who have created value for themselves, their employees, and their partners. Typically, our clients are founders or VC firms whose companies have:
Annual revenues between $5-50 million
Differentiating technology that supports a competitive advantage in software,services or content
Constraints to growth that are solvable through partnership / acquisition or capital.
A stable or growing business
A genuine interest in effecting positive change for management, owners, employees, and partners
A large and growing addressable market
We take a multidisciplinary approach. Creating and executing a M&A strategy requires an approach that includes legal, financial and management expertise.
In the course of managing over 100 transactions valued at well over $1 billion, we have built our company and process on the following principles:
Finance plays a highly strategic role in every transaction. While all of our clients have created a strategic competitive advantage through a proprietary technology or process, their long-term success will be measured by the financial return they deliver to shareholders.
Our team is able to quickly pull insights from financial reports and help create a financial strategy that sets the stage for growth through M&A.
For example, many of our clients are profitable, and could grow faster if they were willing to take more risk. Others are growing at an eye-watering pace and could benefit from an increased focus on building corporate infrastructure.
Opportunities are fleeting.
Investor support can be gathered and then lost. Competitors are watching every move. And nothing good ever happens between the time a deal has been negotiated and the time when it closes. So we work with our clients to pick the right time for them:
- Our transactions typically emerge from conversations over weeks, months, or even years.
- During the process, we gauge our outreach and interactions in order to keep multiple bidders moving along at the same pace.
- Interactions with investors, boards and employees are carefully timed for maximum benefit to the process, and minimum impact to morale.
The technology industry is the most complex industry ever. The transformation of technology into revenue requires innovation and agility in revenue models, customer engagement, IP licensing, risk sharing, accounting, go-to-market models, distribution, channel development, geographic coverage, HR development, strategic partnering, and multiple other dimensions.
Finding the right fit requires a multi-disciplinary understanding of the market in all of its complexity, as well as credibility with acquirers.
But when the fit is right, it immediately delivers growth and value to an acquirer.
Our client in most cases is the seller, but our transactions are successful only when we create plans and a vision that align both buyer and seller around a viable, compelling fit.
A process requires a steady growth of trust between buyer and seller, and among the advisors, shareholders, and managers who participate in a transaction.
A great process builds trust, as well as competition, and sets the stage for a successful outcome.
Our process is designed to orchestrate information, market dynamics, and buyers in order to bring multiple bidders to the table at the same time, and execute the best possible transaction.
Some clients arrive with bids in hand. Others have no inbound interest at the start of the engagement but are able to develop interest through a well-executed process.
Midmarket technology companies can only be sold for maximum value when a seller has identified the full potential of their own business, and the additional synergies that result from combining with a larger company.
We capture full value in every transaction by analyzing multiple approaches to valuation, including market-based approaches (using extensive proprietary data), earnings-based approaches, and synergy analyses with specific buyers. Valuations vary wildly at the low end of the market, and multiples are derived rather than applied.
In this dynamic environment our deep accounting and transaction expertise give us an edge in establishing and defending company valuations.
Structuring a transaction for maximum shareholder liquidity requires legal, corporate, and accounting expertise. It also requires experience. Complex deal structures that look good on spreadsheets may lead to litigation and pain.
Simple structures that solve negotiation challenges may leave money on the table.
We understand the implications of a seller’s corporate structure on the tax and administrative burdens imposed by different deal structures. We are familiar with all of the tools that can be used to bridge valuation gaps, and have the experience to use them judiciously.
Each of our engagements starts with a due diligence review, and we work with our clients to build out a data room over the course of the process.
We understand that our clients are at risk during the exclusivity period. They’re blocked from pursuing alternate buyers, and the goodwill that they established with alternate buyers during the process diminishes with every day.
We work to be ready for a crisp, professional diligence process that confirms the buyer’s excitement and minimizes red flags.
M&A transactions are complex. The contracts that govern the responsibilities of buyers and sellers require expert legal attention, and continuous input from the M&A advisors.
We partner with our clients through the entire acquisition processs, working closely with the deal lawyers to resolve business issues and ensure that the contract mirrors the negotiated deal.
Our clients are often surprised at the amount of time and effort that goes into allocating risk.
Establishing a valuation and structure is only half the battle. Buyer and seller must also agree on who bears the risk if liabilities arise after closing. We help our clients manage these risks, by providing our real-world perspectives on post-closing liabilities, based on over 100 closed transactions.
We deliver advice on risk based on our professional judgment, and we share the risk with our clients.
We get paid on earnouts and other performance-based contingencies only when our clients get paid.
This means our client knows that we have skin in the game, and will advocate for their interests if contingent payments are at risk of not being paid.
We work with our clients through every stage of the transaction, acting as quarterback and consigliere through to closing.
Getting a deal across the finish line requires consistent attention and engagement throughout, and sometimes the hardest bridge to cross is the last bridge — the one between a fully negotiated transaction and putting pen to paper to make it real.