Buy-Side Advisory
Western Reserve Partners’ professionals have executed more than 50
buy-side acquisitions over the course of their careers. Furthermore,
our experience in selling 200 companies provides us first-hand insight
into sellers’ motivations and tactics. Western Reserve has the
depth of expertise and resources necessary to negotiate the purchase
of a company while simultaneously raising the capital to finance the
acquisition. These two aspects are interrelated as the financing has
critical implications in negotiating an acquisition. The most critical
question is ultimately, “Does the acquisition, as priced, structured
and financed, make sense for our client?” We would rather advise
our client not to proceed than recommend an acquisition which would
later be regretted.
As we work with our client to acquire, and often finance an acquisition,
our work generally includes the following steps:
Assess Value
We analyze the target to determine what its market value is likely
to be. Then we evaluate what the target is likely to be worth to our
client and how the acquisition could be financed. Only if the value
to our client is greater than the market value and the transaction
can be properly financed do we advise our client to proceed.
Conduct Due Diligence
We work with our client to study the target, especially mindful of
items effecting valuation and financing. The challenges presented
by post-transaction integration receive our special consideration.
Our experience has taught us that the seller is not likely to highlight
problem areas or understate positive ones.
Secure Acquisition Financing
We are often engaged to assist our clients in securing financing for
the acquisition. We arrange the financing simultaneously with the
purchase negotiations as the two are closely interrelated. Our objective
is to allow our client to negotiate the acquisition with the full
understanding of the amount, cost, terms and conditions of the financing.
Negotiate Acquisition
Our extensive experience makes us experts in negotiating the various
aspects of acquisitions. We apply this knowledge on our clients behalf,
along with our due diligence, market intelligence and financing expertise,
to assist in purchase negotiations. At this stage we continually consider
whether the totality of the acquisition price and terms make sense
for the client. If the answer is “no,” we do not want
to allow the “momentum of the deal” to push our client
toward a closing.
Negotiate the Final Purchase Agreement and Close the Transaction
As in sell-side engagements, we work “hand-in-hand” with
our client and his or her lawyers and accountants to negotiate the
final purchase agreement. We typically work concurrently on closing
the financing to fund the transaction.