technology m&a: deal preparation and management
DESCRIPTION
www.securedocs.com- Slides from the webinar, "Technology M&A: Deal Preparation and Management." Contains best practices for a successful M&A outcome from three different industry experts- an M&A lawyer, and investment banker, and a private equity firm.TRANSCRIPT
Technology M&A: Deal Prepara4on and Management
About SecureDocs SecureDocs is a virtual data room for sharing and storing sensitive documents both internally and with outside parties. Company Basics:
• Founded by the team that created and launched GoToMyPC and GoToMeeting
• Backed by leading technology companies and investors
• Web-based business software for financial and legal professionals
About Chris4an Benne? • Managing Director at Pagemill Partners where he focuses on M&A
Advisory for soCware, internet, and service companies.
• Since joining Pagemill in 2004, has successfully closed more than 50 M&A transac4ons across a variety of technology segments.
• Prior to Pagemill, he was a strategy consultant, ini4ally at The San Francisco Consul4ng Group and then with The McKenna Group. • Chris4an holds an A.B. from Dartmouth in Computer Science and an MBA from UC Berkeley’s Haas School of Business.
Agenda
• Key ac4ons and steps to take in advance of a poten4al transac4on
• Process overview and best prac4ces for value maximiza4on in running a process
• Opportuni4es and strategies to maximize value and certainty of close
Pre-‐Process Ma?ers
• External Readiness // Strategic & Market – Develop strategic relevance to buyers in advance of a process – Cul4vate commercial partnerships with poten4al acquirers – Build awareness and rela4onships – Improve financial profile as possible/available; investment 4ming and impact
• Internal Readiness // Organiza8onal – Diligence prepara4on; organiza4on ma?ers
– Proac4ve internal diligence and remedia4on; financial and IP ma?ers – Alignment of internal stakeholders
Process Overview
• M&A transac+ons are complex and require crea+vity, a9en+on, and significant experience to be executed properly
• Maximize quality and quan+ty of interest in a businesses throughout the M&A process
• The typical +meline is six to nine months to a closed transac+on
Prepara4on Phase Deal Marke4ng Due Diligence & Closing
1 2 3
30 Days 60 – 90 Days 45 – 75 Days
Ini$ate an organized process focused on maintaining the $meline and pushing the most interested buyers to management mee$ngs
Prepare the company for a sale process, finalizing the poten$al strategic buyers and marke$ng material
Enter exclusivity with the selected party and conduct due diligence, leading to a final closing
Prepara4on Phase
Prepara4on Phase Deal Marke4ng Due Diligence & Closing
• Define objectives – Develop strategy – Determine timing – Identify assets for sale
• Review operations – Assess strategic positions – Review historical and projected financials – Financial model / audited financials
• Develop preliminary valuation analysis – Comparable public companies – Precedent transactions – Discounted cash flow analysis
• Develop preliminary strategy – Potential buyers – Sale process – Sale of stock or assets – Timing
Financial
Strategic Opera4onal
1 2 3
30 Days 60 – 90 Days 45 – 75 Days
• Define key selling points
• Prepare marketing materials – Executive Summary – Information Memorandum – Management presentation
• Prepare NDA and initial bid process letter
• Gather intelligence on potential buyers – Presumed level of interest – Financial strength – Buyers’ perspectives on value – Ability to execute a timely transaction
• Finalize buyer list
• Complete marketing strategy
Deal Marke4ng
• Contact buyers
• Distribute marketing materials – Executive Summary
– NDA
• Finalize management presentation
• Send Descriptive Memorandum upon execution of an NDA
• Continue gathering market feedback
• Prepare data room and due diligence sessions
• Receive preliminary indications of interest
Prepara4on Phase Deal Marke4ng Due Diligence & Closing
1 2 3
30 Days 60 – 90 Days 45 – 75 Days
• Select participants based on: – Price
– Terms
– Fit
• Arrange due diligence visits
• Coordinate response to buyers’ questions
• Confirm financing arrangements (as appropriate)
Due Diligence & Closing
Prepara4on Phase Deal Marke4ng Due Diligence & Closing
1 2 3
30 Days 60 – 90 Days 45 – 75 Days
• Collect final LOIs
• Choose party to enter into exclusivity
• Facilitate comprehensive due diligence including: – Financial – Business – Human Resources – Technology
• Draft and negotiate transaction agreements
• Work with legal counsel and company to sign a final agreement
• Target a simultaneous sign and close
• Continue executing on the business
Valua4on Considera4on • Acquirers value a business based on a number of factors; commonly
these three are primary considerations:
− Strategic Value: Strategic importance of an asset that is difficult to replicate, the value of new market opportunities made possible through the acquisition, and the threat posed by the potential acquisition of an interesting target by a competitor
− Fundamental Value: Company’s financial profile (growth, profitability, cash flow, tangible assets, etc.) and market valuation multiples of comparable transactions
− Process Driven Value: Competitive dynamic required to buy the business through a well managed process
Timing, Value, and Certainty Maximiza4on
• Posi8ve Timing Drivers – Buyers are indica4ng specific and substan4al interest – Company has achieved key value / growth inflec4ons – Company has de-‐risked the acquisi4on for the poten4al
acquirers (e.g., technology risk, market risk, execu4on risk) – Ability to sell on strategic value with a valua4on floor driven
by fundamental value
– Market is ac4vely consolida4ng
• Ineffec8ve 8mes to sell: – Only thing to sell is “strategic value” / future poten4al – When a company is out of capital
– End of a consolida4on wave
Goal to maximize leverage—yields higher valua8ons, improved buyer interest, superior deal terms, and
increases certainty of close
About Mykel Sprinkles • Senior Associate with TVC Capital, a soCware-‐focused growth equity firm.
• Sources and executes growth equity investments and buyouts in the soCware, internet, and financial technology sectors.
• Began his career on the funds team of a private equity real estate group responsible for capital raising, manager selec4on, and due diligence.
• BS in Business Administra4on from the University of
Richmond, MBA from London Business School.
Perspec4ve and Landscape • As an investor in growth stage technology (soCware) companies,
TVC has found that the best outcomes are the result of companies gegng bought… and not sold… – Maximizes valua4on – Provides a greater certainty of close – Provides a greater likelihood of a smooth transi4on post close
• What are the steps you can take 12-‐24 months prior to and leading up to a target transac4on to get bought: – Become a strategic priority – Professionalize the organiza4on – Bu?oning up – Best foot forward
Perspec4ve and Landscape SoRware Industry M&A Ac8vity
Transac8on Analysis by Size – 2012
Ø In SoCware, 96% of all transac4ons get done at less than $100m. Ø In your sector, how can you land on the right hand side of the distribu4on?
Ø What are the drivers to op4mize?
Ø In SoCware, revenue growth rate (x axis) is the primary determinant of the mul4ple achieved.
Ø Know your sector – similar informa4on is available on all technology sectors.
Steps in Gegng Bought Become a strategic priority – get buyers knocking on your door, and not the other way around. • Iden4fy and priori4ze 5 – 10 target acquirers.
– Complementary and/or subs4tute products – Technology gaps – Product road map – Customer lists
• Ini4ate business development efforts to develop deep partnerships with target list. – Sales and marke4ng programs – Product integra4ons
• Execute! – Put top team members on the projects – Drive tangible value – Capture execu4ve sponsorship
Steps in Gegng Bought Professionalize the organiza4on – strategic buyers and public en44es want assets and organiza4ons that can migrate into their corporate structures without undue heavy liCing. • Demonstrate organiza4onal excellence around cri4cal business func4ons and key
valua4on drivers. – Sales organiza4on – Product teams – Research organiza4on – Client services
• Allocate likely limited resources accordingly.
• Look like a mature company that will fit seamlessly into a larger en4ty.
Steps in Gegng Bought Bu?oning up – as the company progresses in its 4meline toward a transac4on ensure that the house is in order. • Corporate clean up.
– Up-‐to-‐date board docs and other corporate / legal documents
• Compliance across the organiza4on. – Industry specific, regulatory and standards boards – Relevant cer4fica4ons – Federal and state taxes – Insurance coverage
• Accoun4ng and finance. – Recent 409a valua4on – Audited financials – No unknown comp and accrued benefit liabili4es
• Proac4vely remove roadblocks to a smooth transac4on. – Easy steps to take in advance to op4mize the team’s 4me and focus – As you engage advisors demands on the team’s 4me will increase
Steps in Gegng Bought Best foot forward – as the company engages buyers have a clear and consistent message that solidifies strategic fit and value. • Show that the company has hit its projec4ons.
• Demonstrate that key valua4on drivers have been op4mized. – And will remain strong going forward
• Steer into objec4ons. – Know your weaknesses and address them directly
• Growth rate, margin compression, product specific issues, etc… – Show that you understand the buyer audience and be prepared to address poten4al areas of
concern head on – Detail how poten4al areas of concern can be resolved and the steps that have been taken
• If you have established the company as a strategic priority poten4al issues become easier to work through – acquiring the asset becomes most important!
Closing Ques4on Given the informa4on provided, what are the biggest obstacles you face as a business owner / execu4ve in effec4vely posi4oning your company for purchase? How can the panel use their experience to crea4vely address and help you think through such obstacles?
About Tom Cleary • Member of Dykema’s Corporate Finance Prac4ce Group • Extensive experience in mergers, acquisi4ons and dives4tures and in
public and private offerings of equity and debt securi4es.
• Acted as outside corporate and securi4es counsel to various public and private issuers, including an array of high technology,
aerospace and defense, e-‐commerce, food service and consumer product companies, and more.
• Tom holds a B.S. from the University of Notre Dame and a J.D. from the University of California, Berkeley’s Boalt Hall School of Law.
THE TIMING, STEPS AND PROCESS INVOLVED WITH A SUCCESSFUL SALE TRANSACTION
• Role of a?orney prior to the involvement of the target’s sell side advisor
• Process, structures and key legal and other terms involved in a sale transac4on
• Important issues to be addressed aCer closing
ROLE OF THE ATTORNEY PRIOR TO THE INVOLVEMENT OF THE TARGET’S SELL SIDE ADVISOR
• Virtual Data Room • Intellectual Property Due Diligence • Employment and Real Estate • Financial Statements • Market Timing
PROCESS, STRUCTURES AND KEY LEGAL AND OTHER TERMS INVOLVED IN A SALE TRANSACTION
• Choice of En4ty – Taxa4on – Asset vs. Stock Sale • Process – Full vs. Limited Auc4on; Single Buyer • Timing – Signing/Execu4on Period/Closing • Terms – Price/Considera4on/Escrow/Earn-‐Outs/ Purchase Price Adjustments/Representa4on and Warran4es/Closing Condi4ons/Indemnifica4on (Baskets, Caps and Survival)
• Regulatory Ma?ers – Hart Sco?/SEC/CFIUS/ Exon Florio
IMPORTANT ISSUES TO BE ADDRESSED AFTER CLOSING
• Escrow Releases and Indemnifica4on Ma?ers • Employment Ma?ers • Real Estate Ma?ers • Seller Notes, Earn-‐Outs, Purchase Price Adjustments, and Stock Swaps
Q&A Contact: SecureDocs 866.700.7975 [email protected] www.securedocs.com Tom Cleary 213.457.1760 [email protected]
Chris4an Benne? 650.354.4085 [email protected] Mykel Sprinkles 858.345.5268 [email protected]