Company/Business
- Long-established fund and corporate service administrator
- Two Principals seeking to retire within the next 5 years
- 200 clients, 50 staff and revenue of approximately US$10mm
Background
The Principals enlisted the services of Foulger Underwood not only to create for them an exit plan, butalso to assist the shareholders in the execution of this strategy, thus providing a seamless exit remit
Concerns
The Principals had a number of concerns:
- Small market
- Confidentiality issues
- No internal succession
- A lack of understanding, on the part of the Principals, of how to value the business correctly and how to seek suitable buyers
Actions
Over the course of a series of meetings, Foulger Underwood undertook a full strategic review of the business. A presentation of the business was produced to provide a comparison of the business to some of its closest peers, highlighting both the strengths and the weaknesses of the business. After a range of options were discussed with the Principals, it was agreed that the business would be sold and that the two Principals would exit over a 5-year period.
The strategic review also highlighted areas of the business for which potential acquirers would seek further details than had been provided thus far. This missing information was addressed, prior to presenting the business for sale, with some issues even being fully resolved and implemented prior to the commencement of the full sale process. For example, Foulger Underwood gave guidance regarding the implementation of an ESOP, which allowed the business to show potential acquirers that key second-tier personnel were tied into the business, thereby reducing concerns from an acquirer’s perspective, of the potential flight risk of key individuals.
The restructuring and implementation of some of the recommended processes and tasks were handled over a six month period, following which Foulger Underwood commenced the sale process, pulling together a shortlist of firms that would be interested in such a fund administration business.
After ‘walking’ the clients through the respective firms, types of deals they had offered in the past and other considerations, it was agreed that three firms would be approached; NDAs were put in place and initial meetings were set up.
Foulger Underwood then sat alongside the client to negotiate the deal through to a term sheet being signed with one party.
Outcome
The team at Foulger Underwood was involved in the entire process, in addition bringing in a panel of lawyers for the client to select from. The deal was completed after much liaison regarding the SPA.
Twelve months after they had been called in to undertake the initial review, Foulger Underwood had successfully completed the sale of the business on behalf of its client.
Benefits
- The Principals had someone representing their case and point of view as well as ensuring the business was sold in line with market practice and at market valuation
- Immense added value was created in having Foulger Underwood working with the client and the purchaser, as discussions around pricing and deal structuring were far less confrontational
- Only the most appropriate parties were introduced, ensuring a tightly-run assignment which, most importantly, remained confidential up to and during completion of the deal
