Mergers & Acquisitions

Advising clients on middle market merger and acquisitions in a broad range of industries.

In today’s business climate, the scope of merger and acquisition services has grown to include the identification, analysis and execution of a wide variety of corporate strategies designed to assist clients in redefining or expanding their businesses as well as to address ownership issues ranging from the challenges of succession planning to shareholder liquidity and valuation issues.

M&A Services

Scott-Macon professionals have extensive experience, both domestic and international, in advising clients on the purchase or sale of companies, subsidiaries or business units in a broad range of industries. The firm and its professionals have successfully executed transactions for large publicly traded companies, private equity firms, and closely-held or family businesses.

Whether an assignment requires providing advice to the third generation of a closely-held family business in a potential sale, assisting the corporate development office of a major international corporation with a divestiture or identifying and executing a strategic acquisition program for a major private equity investment fund, Scott-Macon professionals custom tailor the firm’s services to meet the client’s goals and objectives.

Within each broad transaction category, these merger and acquisition services may include:

The Sale of Companies, Subsidiaries and Business Units

Scott-Macon’s professionals assist clients in all stages of the sale process and are often called in prior to the commencement of the formal sales process to provide counsel on strategic options or valuation. Scott-Macon professionals strongly believe that superior execution and results cannot be achieved from a “cookie-cutter” approach to every sale assignment. As such, our approach to each assignment is custom-tailored to the specific facts and objectives relating to the client’s transaction. Among the M&A services we provide to assist a client in the sale or divestiture of a business are:

• Formulation and execution of a sale or divestiture program for the sale of a company, subsidiary or business unit
• Pre-transaction strategic evaluation studies for senior management, the boards of directors or the shareholders outlining strategic options for the business in question as well as valuation issues and the identification of factors that may impact each option
• Formulation of strategies for private or public companies seeking to increase shareholder value
• Pre-transaction valuation or due diligence studies
• Fairness opinions

In addition to the outright sale of a company or business unit, Scott-Macon’s professionals have experience in a wide range of shareholder and liquidity-driven transactions that have included:

• Assistance to public companies in the evaluation and structuring of strategies in “going private” transactions including the placement of necessary financing
• Assistance in the repurchase of a block of stock from one or more shareholders including financing and valuation considerations
• Introduction of strategic partners to provide additional equity through control or non-control positions
• Assistance in the leveraged recapitalization of a company to provide shareholder liquidity
• Assistance in the formation of an Employee Stock Ownership Plan (“ESOP”) to provide shareholder liquidity

The Acquisition of Companies and Business Units

Scott-Macon professionals have significant experience assisting clients in acquiring businesses, either as stand-alone acquisitions or for integration into existing client operations. Our clients have ranged from large global corporations looking to expand their existing operations to private equity funds seeking to build a new or existing portfolio investment. We have also advised management groups and individual investors seeking to make an acquisition with concurrent debt and equity funding.

We believe that a successful acquisition program relies on proper pre-acquisition preparation by the client and its advisors to clarify strategy, acquisition parameters and purchase constraints (such as financing) before the initiation of the acquisition program. Proper pre-acquisition analysis enables Scott-Macon’s professionals to tailor and execute an acquisition program that will best meet the specific objectives of the client. Among the M&A services we provide to clients seeking to acquire a company or business unit are:

• Formulation and execution of an acquisition program for the purchase of one or more targeted companies or business units
• Pre-acquisition consulting including the establishment of acquisition criteria and the identification and screening of potential acquisition candidates
• Formulation of strategies for private or public companies seeking to increase shareholder value
• Debt capacity and capitalization analysis to establish financial guidelines for an acquisition program
• Debt and/or equity financing to support an acquisition program
• Organization and execution of management-led acquisitions including obtaining the required debt and equity financing and/or investment firm sponsorship
• Due diligence reviews of potential acquisition targets
• Valuations and fairness opinions

In certain cases, a client may wish to establish a joint venture or strategic alliance in order to expand or capitalize on an existing operation without incurring the cost of an acquisition. Scott-Macon professionals have assisted clients in the organization and execution of joint venture/strategic alliance programs, the identification and analysis of potential joint venture or strategic alliance partners and the valuation and structuring of joint venture partner contribution agreements.