insolvency, turnaround, and restructuring: us · the turnaround of a company in financial distress....

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82 | Acquisition International | November 2013 REGIONAL ROUND-UP: Insolvency, Turnaround, and Restructuring - US & Vendor due diligence: preparing to sell in today’s market Potential investors also benefit from a vendor due diligence: it ensures cost and time savings for the buy-side due to broad information base delivered by the vendor. By this, a diligent analysis contributes to a greater confidence in the sales process by providing an unbiased, third-party opinion. Overall, a vendor due diligence reveals opportunities and threats and thus makes the sales process of a company more attractive. This is definitely useful in today’s M&A market. maconda is a German independent management advisor for commercial transaction services, value enhancement and corporate development. Our sector focus is on consumer goods, service industries of almost any kind, retail and wholesale and various other products. Since its foundation, maconda accompanied more than 370 advisory projects and almost 200 company transactions, mainly in the range of €30 to 500 million. Its key services are commercial due constituents, and this is time that companies can often ill afford. The more that this (for want of a better word) “courtship” can be expedited, the faster vital solutions can be developed, agreed and implemented. The transition process also needs clearly defined areas of focus tailored to its circumstances. This may be along traditional lines of management concentrating on day-to-day operations, customers and staff while the restructuring expert brings a toolbox of solutions to cash, vendor management and operational strategy. But it could be completely different if standard solutions are unlikely to be effective. With the areas of focus defined, continuous communication is critical so that comprehensive solutions can evolve and be implemented using the widest knowledge base possible. With the pillars of trust, focus and clearly defined communication in place, the probability of a successful outcome increases significantly. One of the most common mistakes made by business owners when selling their company is the lack of a well-planned exit strategy and preparation for the sales process, writes Inna Ivanova, project manager at maconda GmbH, Cologne. Business owners can benefit from vendor due diligence conducted by an experienced team of advisers in several ways. First of all, a diligent analysis can provide early detection of problem areas and risks that could negatively impact the sales process, enabling the vendor to react appropriately in time. By discussing critical issues early and openly, the management gets prepared for the Q&A from potential investors and their advisors. This ensures the vendor has more opportunity to control the sales process. In addition to this, a vendor due diligence reduces information risks and therefore can improve a vendor’s bargaining position. Antony Walker, Partner in the US-based restructuring firm PCS, LLC describes the framework for a successful transition ---------------------------------------------------------------------- It is incredibly stressful working in the midst of a major transition, be it acquisition integration, or the turnaround of a company in financial distress. However, positive solutions are there for most companies in transition and the probability of success increases significantly when the Board and management work collaboratively with an independent restructuring expert. In far too many instances, political infighting, finger pointing or territorial considerations lead to a critical loss of focus that can mean the difference between success and failure. As Sir Winston Churchill said: “If we are together, nothing is impossible. If we are divided, all will fail.” It usually takes time for restructuring experts to garner the trust and respect of the various internal diligence analyses, where we are one of the most active and experienced providers in the German- speaking market. One part of our USP, besides involving highly-experienced sector experts, is thinking like an investor – also during a vendor due diligence. Understanding the typical questions and concerns of an investor is key to the success of a transaction process. PCS provides financial and operational support for small and middle market transitions, transactions, and turnarounds. PCS is a nimble, less expensive alternative to large consulting firms and investment banks for companies of all types who need top tier business planning and implementation help through any life cycle transition: start up, expansion, restructuring, exit. Company: maconda GmbH Name: Inna Ivanova Email: [email protected] Web Address: www.maconda.de Address: Meister-Gerhard-Str. 8, 50674 Cologne Telephone: +49 / 221 / 56964 - 0 Company: PCS, LLC Name: Antony Walker Email: [email protected] Web Address: www.pcsllc.com Address: Waltham, Massachusetts, USA Telephone: 857-445-0152 Insolvency, Turnaround, and Restructuring: US Vendor due diligence: preparing to sell in today’s market Boston, MA Cologne / Germany

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Page 1: Insolvency, Turnaround, and Restructuring: US · the turnaround of a company in financial distress. However, positive solutions are there for most companies in transition and the

82 | Acquisition International | November 2013

REGIONAL ROUND-UP:Insolvency, Turnaround, and Restructuring - US & Vendor due diligence: preparing to sell in today’s market

Potential investors also benefit from a vendor due diligence: it ensures cost and time savings for the buy-side due to broad information base delivered by the vendor. By this, a diligent analysis contributes to a greater confidence in the sales process by providing an unbiased, third-party opinion.

Overall, a vendor due diligence reveals opportunities and threats and thus makes the sales process of a company more attractive. This is definitely useful in today’s M&A market.

maconda is a German independent management advisor for commercial transaction services, value enhancement and corporate development. Our sector focus is on consumer goods, service industries of almost any kind, retail and wholesale and various other products. Since its foundation, maconda accompanied more than 370 advisory projects and almost 200 company transactions, mainly in the range of €30 to 500 million. Its key services are commercial due

constituents, and this is time that companies can often ill afford. The more that this (for want of a better word) “courtship” can be expedited, the faster vital solutions can be developed, agreed and implemented.

The transition process also needs clearly defined areas of focus tailored to its circumstances. This may be along traditional lines of management concentrating on day-to-day operations, customers and staff while the restructuring expert brings a toolbox of solutions to cash, vendor management and operational strategy. But it could be completely different if standard solutions are unlikely to be effective.

With the areas of focus defined, continuous communication is critical so that comprehensive solutions can evolve and be implemented using the widest knowledge base possible.

With the pillars of trust, focus and clearly defined communication in place, the probability of a successful outcome increases significantly.

One of the most common mistakes made by business owners when selling their company is the lack of a well-planned exit strategy and preparation for the sales process, writes Inna Ivanova, project manager at maconda GmbH, Cologne.

Business owners can benefit from vendor due diligence conducted by an experienced team of advisers in several ways.

First of all, a diligent analysis can provide early detection of problem areas and risks that could negatively impact the sales process, enabling the vendor to react appropriately in time.

By discussing critical issues early and openly, the management gets prepared for the Q&A from potential investors and their advisors. This ensures the vendor has more opportunity to control the sales process. In addition to this, a vendor due diligence reduces information risks and therefore can improve a vendor’s bargaining position.

Antony Walker, Partner in the US-based restructuring firm PCS, LLC describes the framework for a successful transition----------------------------------------------------------------------It is incredibly stressful working in the midst of a major transition, be it acquisition integration, or the turnaround of a company in financial distress. However, positive solutions are there for most companies in transition and the probability of success increases significantly when the Board and management work collaboratively with an independent restructuring expert.

In far too many instances, political infighting, finger pointing or territorial considerations lead to a critical loss of focus that can mean the difference between success and failure. As Sir Winston Churchill said: “If we are together, nothing is impossible. If we are divided, all will fail.”

It usually takes time for restructuring experts to garner the trust and respect of the various internal

diligence analyses, where we are one of the most active and experienced providers in the German-speaking market. One part of our USP, besides involving highly-experienced sector experts, is thinking like an investor – also during a vendor due diligence. Understanding the typical questions and concerns of an investor is key to the success of a transaction process.

PCS provides financial and operational support for small and middle market transitions, transactions, and turnarounds. PCS is a nimble, less expensive alternative to large consulting firms and investment banks for companies of all types who need top tier business planning and implementation help through any life cycle transition: start up, expansion, restructuring, exit.

Company: maconda GmbHName: Inna IvanovaEmail: [email protected] Address: www.maconda.deAddress: Meister-Gerhard-Str. 8, 50674 CologneTelephone: +49 / 221 / 56964 - 0

Company: PCS, LLCName: Antony WalkerEmail: [email protected] Address: www.pcsllc.comAddress: Waltham, Massachusetts, USATelephone: 857-445-0152

Insolvency, Turnaround, and Restructuring: US

Vendor due diligence: preparing to sell in today’s market

Boston, MA

Cologne / Germany