Closing Two Successful, Simultaneous Transactions
The Situation
A $90mm cloud business continuity services provider, growing at over 50% per year, was in the process of closing an acquisition of a competitor while simultaneously closing a bank financing line. The Company had not retained an investment bank or accounting firm as part of the acquisition, and they lacked significant expertise in M&A transaction execution and experience in negotiating with banks. As a result, Accordion was brought on to support the transactions.
Services
Merger Integration Planning & Execution
Process & Controls Implementation
Actionable Business Analytics
M&A Execution Support
The Execution
Our team included highly experienced professionals to manage both processes.
- Immediately reviewed all diligence materials and draft transaction documentation, uncovering certain oversights, such as inconsistent GAAP application on revenue recognition, A/R quality concerns, and a lack of appropriate working capital adjustment mechanism in the SPA; Created restated financials, negotiated a price adjustment, and revised the closing adjustment language.
- Identified key professionals at target and put in place a retention plan; Created a pro forma organizational structure and more accurate pro forma projections incorporating refined synergy calculations.
- Analyzed customer overlap on sector and geographic dimensions to explore opportunities for increased penetration at existing accounts and more profitable pricing models.
- Introduced additional financial institutions to the financing process, increasing competition, and driving significantly more advantageous term sheets; Anticipated and created extensive diligence materials required by banks, and carefully managed project timelines for both processes to get financing in place in time for the close of the acquisition.
- Managed communication with senior management and the Board of Directors, enabling both to focus on managing day-to-day growth of the business.
The Results
Accordion was able to help the Company close the financing and the acquisition successfully – and on significantly better terms. What’s more, the merger integration was smooth, with no attrition in key staff and significant revenue benefits for the Company.