Our mergers & acquisitions (M&A) advisory services include buy-side and sell-side acquisitions, corporate divestitures, mergers, and strategic advice to evaluate M&A alternatives for traditional, special situations, technology, and intellectual property (IP) focused enterprises.

---

We provide our clients with access to a broad network of both strategic and financial counterparties, creating necessary competitive tension to encourage enhanced valuations and superior M&A outcomes for our clients. We thoughtfully tailor our process to each engagement, working collaboratively with clients at every stage, spanning identification of potential buyers/sellers, initiating discussions, managing the due diligence process, and final negotiations, helping to ensure a successful closing at optimal structure and valuation.

Our key differentiator is the global expertise provided by our in-house technical, scientific, operational, and integration experts. Our collective experience uniquely positions our experts to understand the nuances and distinct value of businesses and the top-to-bottom synergies that result in strong partnerships.

Buy-Side M&A Advisory
Our experts serve as trusted advisors to clients across industry sectors, leveraging decades of investment banking experience, business acumen, and operational excellence to help clients realize their growth potential through strategic acquisitions. We utilize a wide-reaching network of strategic counterparties to help identify potentially advantageous acquisition opportunities, and our operationally focused M&A experts work to execute the transaction seamlessly in a way that maximizes value and mitigates risk.

At the onset of a buy-side engagement, we work hand-in-hand with clients to create an acquisition strategy tailored to their specific goals and objectives and develop a detailed roadmap designed to deliver a successful outcome. This strategy then guides our bankers as we implement the plan which includes target outreach, business analyses and evaluations, and deal structuring and negotiation, among other services. Finally, our team provides expert due diligence coordination and support through the close of the transaction, setting clients up for long-term success and growth post-closing.

Sell-Side M&A Advisory
Our expansive network of potential buyers and referral sources, combined with our extensive experience in sell-side M&A engagements, positions us to advise clients on all possible strategic options for their business and connect them to qualified potential buyers to complete a successful transaction. Our bankers leverage a deep understanding of tangible and intangible assets to help clients maximize value in sell-side transactions. Throughout the process, we identify unseen opportunities and address potential risks. We help facilitate a seamless sale with minimal disruption to clients’ day-to-day operations throughout the transaction.

We work with clients to analyze their current operations, value the business, and develop a customized sale strategy. Our experts identify and engage appropriate buyers and structure the pending transaction, including executive leadership and management presentations, deal timeline development and management, risk identification and mitigation, and negotiations. Finally, we provide due diligence services, support closing activities, and secure necessary regulatory approvals, serving as trusted advisors from start to finish.

IP-Driven Mergers & Acquisitions Advisory
Our team works with corporations, SMEs, entrepreneurs, and law firms, advising clients to maximize value in strategic M&A opportunities, often leveraging the IP as an underutilized (undervalued) asset class.

Ocean Tomo, a part of J.S. Held, has specific expertise assisting IP-rich companies as they consider a divestiture transaction and in assisting financial investors in understanding the strengths, weaknesses, and value considerations of the IP portfolios of target companies. We have assisted both the buy-side and sell-side in these deals and in each instance provided valuable market knowledge that includes where in the IP value spectrum our client should focus its efforts so that deal value is either maximized (sell-side) or where the buy-side has been made aware of not only the true technical merits and revenue-generating potential of the assets being acquired, but also of recent case law and legislative activities that could have a future value impact.

Our Differentiating Factors
Many clients have the perception that they need an industry-specific expert or need to work with a big bank to deliver the highest value. While every company is unique, most middle market companies require an investment bank that can drive competitive tension that will maximize competition and, by extension, enterprise value.

The unique collective expertise held by our in-house technical, scientific, operational, and integration experts, combined with our depth of experience, allows us to rapidly get up to speed on our clients’ businesses, enabling us to execute a story-driven process where we execute on:

• Proper Preparation:
  
  
  • Persuasive, positive, compelling collateral
  • Minimize surprises
  • Positive first impressions
  • Dictating process vs. reacting to outside events
• Process Management Rigor:
  
  
  • Seasoned leadership
  • Convey strength to the market
  • Maintain pace and urgency
• Understanding the Correct Go-to-Market Strategy:
  
  
  • Broad processes yield results but require time
  • Targeted process can be successful and help meet set timelines
  • Look to balance speed with competition
• Effective Story-Driven Dialogues:
  
  
  • Crystalizes asset differentiation
  • Compelling recognition of aligned value
  • Highlights specific growth opportunities targeted to each unique counterparty
    
    

Value Considerations
Many factors drive buyer interest and influence valuation and deal structure. For example, a financial buyer might get excited about one company in a given industry yet have no interest in another with the same sales and EBITDA profile.

Examples of non-financial factors that typically increase value:

• Recurring revenue and/or long-term contractual revenue models.
• Diversification across customers, channels, products, suppliers, geographies, etc.
• High market share and/or deep channel penetration in a defensible niche with high barriers to entry.
• Unique/superior products and services (including brand value) with distinct competitive advantages.
• Serving large addressable markets with significant room for growth.
• Satisfied customers and strong relationships.
• Experienced and professional management.
• No litigation or contingent liabilities.

Examples of financial performance characteristics that typically increase value:

• High growth in revenues and profits.
• High margins (gross profit and EBITDA).
• High returns on invested capital and assets.
• Consistency/predictability of financial performance.
• Smooth, steady, improving trends with low volatility in performance.
• Low future funding requirements. Low capital expenditure and working capital requirements, high “free cash flow.”
• Larger companies typically command higher valuation multiples.
• Control transactions have higher values vs. minority investments.

Speak to Phoenix