Merger and Acquisition Services

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Mergers & Acquisitions


I. Introduction

Our team of M&A consultants have assisted clients in over 45 merger and acquisition transactions ranging in size of transactions with institutions as small as $60 million in total assets to over $300 million in total assets.

 

II. Buyers

  • Assist the Board of Directors, majority shareholders, and senior management in preparing an M&A strategic plan to ensure that you use a disciplined approach to pursuing an acquisition. This plan will address such questions:
     
    • What size of institution do you want to pursue? What are the combined institution’s capital ratios post acquisition?
       
    • What geographical markets do you want to be in? How do you rank these markets in terms of priority?
       
    • Do you want to go after a troubled institution to reduce the purchase price paid or do you want an institution that is relatively clean?
       
    • Do you have existing management in place that you can relocate to the new market or does the target need to have qualified management that will remain with the institution after the transaction closes?
       
    • Will you require the senior people at the target to sign non-compete non-solicitation agreements?
       
    • What type of structure do you want to use for the transaction? (I.e. purchase of stock versus an asset purchase).
       
    • What are your deal breakers? It is important to define these up front so that your emotions don’t lead to you acquiring an institution or branch that doesn’t add value to your organization.
       
  • Identify potential targets that meet your predefined requirements.
     
  • Contact the targets on the approved list to assess their interest.
     
  • Draft the non-binding letter of intent.
     
  • Negotiate with the prospective seller.
     
  • Assist with the due diligence process. We will supply you with a due diligence checklist, assist in the review of loan files and other financial information, participate in interviews of senior management and other key employees, and provide input on the maturities, pricing, and relative liquidity of the institution’s interest bearing assets and liabilities. We can complete as much of the due diligence as you want.If we are active in the due diligence process we will also prepare a written report summarizing our findings and conclusions that can be shared with your Board of Directors, shareholders, and regulators.
     
  • Review the purchase agreement and provide input.
     
  • Prepare the required regulatory applications and related financial projections to gain regulatory approval of the transaction.
     
  • Attend the closing and review / prepare the settlement statement and the closing journal entries.
 

III. Sellers

  • Perform limited upfront due diligence on your institution so that we may provide your Board of Directors and shareholders with an informed estimate of the value of your institution. We will also make you aware of any issues that should be addressed prior to our marketing the institution;
     
  • Prepare a Descriptive Memorandum that discloses certain financial and nonfinancial information about the institution. It also will include a description of the process used to market the institution and the format to be used by prospective buyers to submit their bids;
     
  • Create a list of potential buyers. As part of this process we will evaluate whether potential buyers appear to have the capital necessary consummate the transaction;
     
  • After obtaining a signed confidentiality agreement send the packages to potential bidders;
     
  • Provide advice to shareholders and the Board of Directors as they evaluate the bids received;
     
  • Be on-site and facilitate the due diligence process performed by the winning bidder(s) to ensure the process proceeds smoothly and with minimal disruption to your staff;
     
  • Review the purchase agreement prepared by the buyer’s attorney and provide our advice. Please note, you will also need to engage qualified legal counsel to review the document; and,
     
  • Attend the closing and review the settlement statement to ensure the transaction closes in conformity with the purchase agreement.
 

IV. Other

We can also assist Credit Unions with the due diligence process and the evaluation of potential merger transactions. We will prepare a report for the Board of Directors summarizing any issues identified in due diligence and the potential benefits and negatives of the prospective transaction.