Join the VR team as a franchisee and serve the lower mid-market
as an M&A specialist
A knowledgeable and experienced M&A deal team can help facilitate and streamline the business sale process-from due diligence to negotiations to the execution of agreements and other post deal transactions. Becoming a VR Franchisee affords you the opportunity to assist sellers of privately held lower mid-market companies to successfully navigate the selling process and put together a winning dream team that can produce a win-win outcome for all parties.
Choose members wisely
Some of the most important decisions you’ll make in the process concern selecting professionals to help with your M&A deal. A deal team may consist of financial and
legal experts or you may need to expand the team to include – depending on the
size and scope of the deal and your industry-specialists from fields such as
government and environmental regulation, human resources, risk management,
information technology, and operations. As a VR Intermediary, you will lead the
team, helping to organize and package information from all certifiable sources and
further negotiate the deal.
Your seller’s current legal and accounting advisors may be able to serve on
your deal team and recommend M&A experts to work with you. When evaluating
potential advisors, you will want to consider such factors as their:
- Experience with transactions similar to yours in terms of size and industry,
- Success rate with previous clients,
- Number of engagements handled per year, and
- Professional affiliations.
Guide your team
Because of increased concerns about fraud, financial misrepresentations
and the profitability of consolidation, many buyers have intensified their due
diligence and are demanding a more qualitative analysis of an acquisition
target. They will be ready to devote time to the information-gathering and
As your seller comes under intense scrutiny, your team needs to be in place as
early in the process as possible to enhance the value of your seller’s assets
and prepare to support the company’s credibility. Any significant surprises
uncovered by a buyer during the due diligence phase will almost certainly lead
to a reduced offer.
Ensuring that team members understand the goals of a deal is critical. Buyers
need to articulate their consolidation objectives-for example, whether theirs
is a financial or strategic acquisition-and which of the target’s assets are of
greatest interest. Sellers need to communicate their selling price goals and
unique value drivers and outline other issues, such as the protection of
intellectual property and financial information.
Without clear guidance, conflicting views and opinions from the buyer and
seller will affect the outcome of the deal. You, as a trained VR professional
can avoid this by assigning tasks to specific individuals, based on their areas
of expertise. You may end of leading both sellers and buyers into forming
separate due diligence committees. Comprising company executives and select deal team advisors, you will lead the committee to meet regularly to review the status and progress of the due diligence process.
Know your purchase agreement
Buyer and seller deal teams also will be instrumental during the negotiation process. The teams can help outline the structure of the deal, purchase price, financial terms, integration and any potential “deal killers.”
Once the parties have come to an agreement, your VR deal team will review the
purchase agreement’s terms and conditions along with the seller’s professional
advisors. For example, the team may work through actual conditions that may
arise and run model purchase price adjustments using anticipated inputs, such
as how current assets and current liabilities are defined.
As the team anchor, you must be prepared to suggest additional stipulations into the purchase agreement to solve issues that will affect the final purchase price, such as a valuation of a piece of intellectual property. Once the purchase agreement is signed, your job as a professional VR Intermediary will continue to work together through any regulatory consent processes and assist, as necessary, with the process of merging finances, operations and other systems. Your VR team will also be
instrumental in ensuring that the terms of the transaction are carried out and
a “time is of the essence” closing event occurs.
Start building yours
The process of buying or selling can create tremendous pressure on buyers and sellers of privately held businesses. As a VR Franchisee, your job is to help ease and manage those pressures to a successful closing event. Helping buyers and sellers achieve their goal and transition to the next phase of their life is a high calling. Becoming a VR Franchise is not for everyone. But for the few who select to go down that road, there are few professions that are as rewarding as assisting buyers and sellers in fulfilling their dreams and ambitions.