Do you need a corporate finance advisor for M&A deals?

In the GrowthBusiness M&A Guide, Price Bailey's Sarah Moores highlights the role of corporate advisors in dealmaking.

This article was originally published in the GrowthBusiness M&A Guide.

The M&A Guide is aimed at entrepreneurs and owners of growth companies, summarising the state of play of the dealmaking landscape and the various elements of the ecosystem over the past year. The aim is to help business owners understand whether a merger, acquisition, sale, or going public is right for their business, and the types of advisers and expertise they may require along the way.

Do you need a corporate finance advisor?

The days of organic growth and seamless handovers to the next generation are largely gone. It is rare nowadays, for a business to go through its life without going through some kind of transaction. This could be raising new funds for expansion, making an acquisition, restructuring its shareholding, or eventually selling all or part of the business. Collectively these transactions are often grouped under the heading mergers and acquisitions (M&A). Most owners or managers will only go through one to two transactions in their life, but each one represents a chance for a step change in their business or an opportunity to generate wealth. It is important to get them right!

As a corporate finance advisor, it goes without saying my advice would always be “to get an advisor”. But advisors cost money, so as with every business decision you make, you need to understand the benefits an advisor can bring and whether or not they add value. So let’s break this down and look specifically at the role and benefits of hiring an advisor.

They provide challenge to ensure you are doing the right transaction

An advisor will rarely know your business or industry as well as you do.  But they do understand the dynamics of a business lifecycle, and how transactions can form part of that journey. They can provide a sounding board for your plans, providing input on whether it is the right time, what challenges you will face and what you will need to think about to make it a success. Getting an advisor involved early can help you shape the transaction to deliver the maximum benefit.

They can explain the process so you know what’s coming

If you have never been through a transaction before, you are entering the unknown. An advisor can explain what lies ahead, how things will work, who the various parties will be and what will be expected from them. This is essential for an owner or management so they can plan resources and set expectations.

They can help you prepare the business

Before you go into any transaction you need to ensure you are ready, and address any issues early on. If you are selling your business, do you have well prepared historical financial data or business plans, or are there any issues that will put buyers off that need to be dealt with. If you are looking to make an acquisition you need to ensure you have realistic options to finance it, and also that you know how you will integrate the two businesses after completion.

They can lead the research and deskwork

Whether you are raising money, buying or selling you will need to reach out to external parties. While you may have some ideas yourself on buyers, funder or potential acquisition targets, well connected and active advisors will be able to supplement that with either up to date market knowledge, or through a thorough research process. If you are only going to do a few transactions in your business life, it is better to spend the time preparing and researching your options before you start.

They can manage the process

While you are good at running your business, advisors are good at running transactions. It’s what we do every day, and while no deal is every the same, they all have some key stages to progress through – preparation and research, targeting potential buyers/ sellers/ funder, negotiating offers, signing Heads of Terms, due diligence and finally transaction legal documents. We will keep things moving, take the pressure off you and your team to enable the transaction to proceed as efficiently as possible.

Related: Deal advice – You’ve signed heads of terms, so what can go wrong now?

They can be a counsellor

No, there won’t be a black leather couch, but I can guarantee that there will be some stressful times during the process. Everyone will be working hard, so often negotiations get fractious and difficult. Again, having an advisor, takes that pressure off you. We can have those difficult conversations for you, we can help you maintain perspective when things seem to be going awry, and we can help you to decide where things are worth negotiating, and when it is better to concede and move on. These are often life changing events, and they are not ones to navigate on your own.

They will dot the “i”s and cross the “t”s

And finally when you and your team are flagging, and completion is near, all the efforts of the negotiation need to be translated into the legal documents. Your lawyers will look after the legal aspects, but we will make sure that all the commercial elements are correctly documented and reflected.

And finally… they might even buy you a drink at the end… without charging it back to you!

So do advisors add value? I believe we do. You can’t redo a transaction if you don’t get it right the first time and the outcome isn’t as you’d hoped. So don’t risk that happening. Before you start, I would highly recommend getting a corporate finance advisor to work with you, and get it right from the outset.

Sarah Moores is the director of strategic corporate finance at Price Bailey.

The M&A Guide is supported by Clydesdale & Yorkshire Bank, EMC, Kingston Smith, Knight Corporate Finance, and Squire Patton Boggs.


Sarah Moores

Sarah Moores is the director of strategic corporate finance at Price Bailey.

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