Mergers and Acquisitions Practice Group
Whether a Buyer or a Seller, success is far from a sure thing in a business transaction. Our M&A practice group helps companies navigate complex buy-side or sell-side transactions with speed and agility by:
- placing consulting, part- or full-time chief financial officers (CFOs) with transaction and/or industry specific subject matter competency
- building interim teams of experts in accounting, finance and technology to support the CFO
- helping our clients anticipate problems, manage risks, and identify opportunities in the business
M&A transactions present unique opportunities and potential pitfalls for senior finance leaders. Selling or acquiring a business is an added workload requiring great focus and nimbleness; all the while maintaining financial focus on your core business. Value envisioned when the deal was conceived and value captured at the end can be dramatically different and require intense involvement of finance. Companies contemplating or going through a transaction need strategic CFO guidance from transaction experienced CFOs. From deal strategy, through due diligence and to the integration of a new business, we help our clients successfully buy or sell businesses. Additionally, we can augment your due diligence team with technology experts through our affiliates, CIOs2GO and IT2GO , and bolster your finance team with Accountants2GO. We customize our approach to your specific needs.
In working with us, you will benefit from our 25 years of experience placing CFOs on an “as needed” basis; anywhere in the U.S. within 5 days. We have built extensive accounting, finance and technology relationships that enable us to augment teams during time sensitive transactions. The practice group is lead by two partners and a recruiter with expertise in directing and/or supporting M&A projects.
Check out the thoughts of over a dozen CFOs on Selling your Business in our October 2014 newsletter .
Practice Leaders – Robert Stoffregen, Robert Weis, & Michaela Gifford
Robert Stoffregen brings over 20 years of experience as a Consulting Chief Financial Officer with another 10 years as a practicing CPA or Lawyer. His depth of knowledge and skill from his years as a Partner with Deloitte and Touche complimented by his business law background brings a deep rooted business acumen to his consulting clients. Mr. Stoffregen’s clients have looked to him for direction in achieving strategic growth initiatives. Consulting clients have included the retail industry, technology, research and development and consumer product development in both the private and public sectors.
Mr. Stoffregen has acted as advisor or been an active participant in nearly two dozen purchase or sale transactions as an advisor, technical consultant, forensic accountant, or active participant. Industries involved have included Technology, R&D, Retail, Education, Services, Manufacturing, Mining and Minerals, Restaurants, Entertainment, and Construction.
Mr. Stoffregen graduated with honors from the University of MinnesotaDuluth and from William Mitchell College of Law. He is a Certified Public Accountant (inactive) in California and Minnesota and a member of the Minnesota Bar.
Robert Weis brings extensive experience advising clients to drive growth, reduce risk, and anticipate the opportunities presented by a rapidly changing business environment. Most notably, he spearheaded the successful reorganization of over thirty companies operated by Francis Ford Coppola during 1992 through 1993 as their interim CFO. During the last year, he assisted two companies with revenues less than $10.0 million sell to strategic buyers as well as supporting Global Collect during its $1.4B acquisition by Ingenico Group.
He received his MBA from the University of California, Berkeley, and his initial training was in public accounting from a small specialty CPA firm and in venture capital from Development Credit Corporation, both in the Bay Area.
Michaela Gifford brings 12+ years of strategic planning, corporate development and modeling expertise to bear on client M&A efforts. She has successfully guided businesses worldwide as a financial leader, working with firms in the U.S. and Japan. Michaela applies extensive language proficiency and financial modeling and analysis expertise to implement plans across multi-cultural environments, realize revenue growth and connect corporate teams in Europe, Asia, Australia and North America. She speaks Swedish, English, Japanese, French and Romanian and has an MBA from the University of Chicago, Booth School of Business.
Who We Serve
Buy-side due diligence, at its core, is meant to protect a buyer from potential risks and enable it to successfully execute an acquisition. But no two deals are the same and, therefore, the diligence process from deal to deal shouldn’t be the same either. It’s vitally important that a buyer take into consideration the specific due diligence considerations that are pertinent to the industry in which a target company operates. Tailoring the process will get a buyer one step closer to completing the deal and, ultimately, earning a profitable return on its investment.
If you’re a Seller, now is the best time in years to receive maximum value for your business. The bad news? It typically takes six to nine months to sell a business. The ideal time to start preparing to sell is two years before the date that you hope to sell. Even if you don’t plan that far ahead, there are a couple of steps you should take before putting your business on the market.
- The most important thing to do is to make sure your business is performing as well as it can. Now is the time to assess your cash flow, your expenditures, your tax strategy and other elements of your operation to see whether they are optimal and can be presented as such.
- One of your greatest assets as an owner is your intimate knowledge of your own operation; use that to build a growth strategy to point out opportunities to expand the business. The few days’ work it requires may pay dividends in a sale.
If you represent a potential Seller or Buyer, we can augment your support by ensuring that a client without a CFO or with a CFO who may lack transactional experience receives CFO level guidance appropriate to the circumstance. We have assisted outside accountants by preparing forecasts and other financial analysis that may jeopardize independence or may be required at times that the outside accountant is fully booked such as during tax season. We have also supported legal counsel by offering insight into business operations and issues that we are familiar with which broadens the perspective of the lawyer. Further, we have taken the “laboring oar,” as CFOs frequently do, in assembling documentation for sell-side transactions and in performing the “ticking and tying” that is frequently called for with buy-side diligence.
- Coordinating strategy and developing or supporting valuations
- Introducing and managing outside professionals
SELL-SIDE COMPANY PREPARATION
- Assisting in preparing Sellers for Divestitures or Carve-outs including:
- Preparing forecasts and multi-year year plans
- Separating tightly integrated businesses
- Providing transitional services
- Managing multiple prospective buyers and their agendas
- Assessing the quality of financial information that is provided by the Seller
- Assisting with the development/assembly of historical financial data and support as well as relevant contracts, organizational, employment, and other documents – building the “data room” – an activity that frequently stretches the existing resources
- Conducting “sell-side diligence” before the sales process to help sellers anticipate issues a buyer may raise and develop responses that adequately address the questions before they become problems
- Identifying relevant financial information that is needed but not provided
BUY-SIDE COMPANY PREPARATION
- Assisting in screening and evaluating target companies for Buyers including:
- Considering comparability of accounting standards, policies and practices
- Analyzing the acquisitions impact on the Buyer’s balance sheet and income statement.
- Analyzing the tax considerations
- Understanding the capital requirements for the transaction.
- Assisting in quantifying major contingent liabilities that could be a deal killer
- Assisting in developing clear vision on how the transaction is accretive to a company and developing a roadmap for driving value from the deal post transaction
- Assisting in the finance department transition including:
- Assessing the talent, developing retention strategies, designing the new organization, determining if roles will change given the potential changes in the business model, recruiting and selecting the new finance management team
- Compliance with accounting policies and practices to ensure effective tax, financial and management reporting from Day 1
ADDITIONAL DUE DILIGENCE
- Sell-side due diligence and vendor assistance
- Free cash flow reconciliations and cash proofs
- Quality of net assets
- Completeness of liabilities
- Analysis of financial forecasts
- Purchase agreement support
- Closing and opening balance sheet review
- HR Due Diligence
- IT Due Diligence
- Integrate accounting policies and practices to ensure compliance and management requirements
- Integrate human resource policies and practices to ensure compliance and realize efficiencies
- Integrate technologies and applications to realize efficiencies and ability to scale
Successful Client Engagements
- Worked with $10.0M consulting and staffing firm with insufficient accounting policies and practices for the transaction to organize and design “structure memorandum” that was the precursor to a successful Letter of Intent.
- Worked with growing $4.0M Software as a Service (SaaS) company to conform its accounting policies and practices to the standards in the marketplace for SaaS companies as well as to organize data and report on pre-requisite key performance indicators (“KPI’s”) to optimize potential transaction valuation in preparation of a sale.
- Supported European based parent financial services company CFO and EVP of Human Resource with sell-side due diligence in $1.4B transaction.
- Worked with family owned conglomerate of more than 30 businesses across entertainment, farming and wine production to evaluate potential divestitures, carve-outs and recapitalizations strategies.
- Provided successful Letter of Intent support including “transaction outline” and negotiation and sell-side due diligence to $3.0M on-line education company.
- Provided valuation analysis, due diligence and helped negotiate acquisition of biomass energy facility and separate power purchase agreement to realize over 30% return on investment.
- Provided transitional staffing services to Private Equity firm acquiring two U.S. subsidiaries from U.K. based international bank including providing an interim CFO
- Provided transitional staffing services to finance department of electric car manufacturer that was transforming from Public to Private ownership including providing an interim CFO.
“I can’t thank you enough for your guidance and leadership as our consulting CFO through this acquisition process and beyond. Plus you made it fun.”
Sue Auman, Chief Operating Officer CentreLearn Solutions LLC
“CFOs2GO have been a constant and reliable professional team member to us in the U.S., particularly during our recent transaction. Both the quality of the response as well as the response time to each Buy-Side due diligence request were excellent. Moreover, more regularly than not, answers provided by CFOs2GO demonstrated a full understanding of the matters at hand: either the question was refined or the answer came with additional information that proved valuable in creating trust and understanding at the Buy-Side.”