Case Study
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May 2, 2022

Energy Risk Solutions Company and Unsolicited LOI

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Owners of a family-owned company asked Elliott Davis to help answer: We received an unsolicited letter of interest from a sophisticated buyer. Can you provide the necessary guidance for us to maximize our outcome?

Context

Family-owned, leading worldwide provider of training and compliance solutions to the power industry received an unsolicited letter of interest (LOI)

  • Limited previous transaction experience
  • Needed support in due diligence process with sophisticated buyer to maximize outcome for family and other owners

Our Phased Approach

Phase 1 - Respond to LOI

  • Provided sell-side advisory services and response strategy
  • Assisted with evaluating and assessing the offer
  • Analyzed financial and non-financial information to prepare for negotiations
  • Assisted with seller valuation defense and communication of value drivers, strategy, and forecast to buyer

Phase 2 - Defensive Due Diligence

  • Advised in negotiation, assisted in response to buyer inquiries, and participated in due diligence meetings
  • Analyzed buy-side Quality of Earnings and working capital analysis
  • Offered guidance and insights into negotiation points

Phase 3 - Definitive Documents

  • Coordinated with legal and tax advisors in agreement execution
  • Advised in negotiations of agreements and definitive contracts
  • Inspected and annotated final documents for valuation, structure, tax, working capital, and other considerations
  • Assisted with negotiated final post-close working capital true-up and earn-out

Customer Impact

  • Seller successfully navigated sophisticated buyer’s exhaustive due diligence process
  • Minimized deal risk and increased close probability
  • Seller understood options and scenarios to sell business with confidence
  • Family owners received two years of compensation with minimal post-close responsibility
  • Increased valuation by nearly 50% from original offer

We Can Help

For more information on this and other topics, contact a member of our team.

The information provided in this communication is of a general nature and should not be considered professional advice. You should not act upon the information provided without obtaining specific professional advice. The information above is subject to change.

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