Our Approach
The Concord deal process is highly personalized and tailored to the needs of the client, so while the fundamental work process is the same, each project is tailored specifically to the client’s needs, situation and challenges.
Concord initiates the work process by meeting with the client company to understand specific owner wants and needs, including desired terminal valuation, minimum acceptable value, acceptable forms of remuneration (e.g. cash, debt, deferred payments, stock, earnout, etc.), future requirements of management and employees, etc.
Concord and the client work together to assess the market landscape, identify buyer motives and limitations, and to determine how best to address impediments to exceeding desired deal terms.
How we work
Concord’s negotiation practices are modeled after the negotiation framework developed and perfected by the Harvard Negotiation Project which promotes focusing on interests rather than positions, and inventing creative options for mutual gain rather than seeking to “close gaps.” This negotiating style seeks to identify (more precisely to encourage the target acquirer to identify) strategic deficits of the potential acquirer, and to show how acquisition of Concord’s client will help to resolve these shortfalls. Placing a value on the strategic shortfall is instructive in proposing a deal value when adjusted for risk.
At the outset of any M&A negotiation the buyer typically possesses superior negotiating leverage over the seller. Concord seeks to maximize deal terms and value by mitigating the differential in negotiating leverage enjoyed by the target acquirer. From the outset, Concord seeks to shift leverage from the buyer to the client/seller by focusing on the strategic deficits the target buyer is seeking to resolve. Concord and the target/buyer identify the ways in which a transaction will help to resolve these deficits, with the goal of ultimately putting the buyer and seller on more equal footing, or even creating a leverage advantage for our client/seller.
Upon engagement, Concord will conduct a thorough audit of basic business processes, customer and influencer opinions, and clear achievable strategy to determine readiness for acquisition and likelihood of achieving the client’s objectives.
The Concord approach is unique in several ways:
- Nearly all of Concord’s client relationships are derived from referral or repeat business, therefore the rationale for a working relationship is usually quite clear;
- Concord clients typically possess a disruptive or innovative technology that gives them a distinctive competency or technology advantage with potential to leapfrog traditional methods;
- Concord does not mass-market deals, but uses one-on-one contact methods to conduct the process discreetly, and to establish relationships with potential target acquirers who stand to gain maximum benefit from a combination;
- Many Concord clients have not yet reached a level of revenue and profit maturity, therefore Concord promotes the unrealized potential as well as historic performance. Rather than adopt the typical approach of valuation based on cash flow multiples or return on investment, Concord values clients based on the increase in risk-adjusted value to the target acquirer that will result from the acquisition.
The Steps
The underlying work process is similar from project to project, but customized for each client and project to optimize the maximization of value, reduction of risk, elimination of uncertainties and achievement of the client’s prioritized goals.
- Every project begins with Concord gaining a clear understanding of the client’s transaction goals, desired valuation, minimum acceptable value, acceptable deal terms, risk tolerance, organizational disposition, and equitable treatment of employees, customers and vendors.
- Working with the client, Concord develops a database of logical strategic (potential) acquirers, including decision makers, influencers and potential internal deal sponsors, contact information, recent news feeds and tacit understanding of how the client fits in to each target acquirer’s goals and strategy. Database of targets are prioritized based on perceived desirability, buying motives, ability to execute an acceptable deal, and exected increase in strategic value as a result of a combination.
- Concord develops a telephone script for pitching the potential benefits of a combination with targets, and creates a 2-3 page summary of the opportunity.
- Concord personnel begin the process of discreetly contacting decision makers at all target companies conducting a preliminary pitch, and assessing interest in meeting to assess possible fit and desirability of combination. Concord does not mass-market potential transactions, but deals with each target buyer individually.
- Targets who express interest are scheduled for in-person or teleconference to explore the details and begin the process of evaluating a possible transaction. This meeting will typically include the client CEO or an appropriate member of the senior management team. In addition, targets who have declined interest may be re-contacted if Concord negotiator believes additional persuasion may result in renewed interest.
- Discussions proceed until the drafting of a Letter of Intent or until the discussion is abandoned.
- Once the LOI is received, Concord works throughout the final stages of negotiations with client personnel and attorneys from both sides to ensure the memorialization of the definitive agreement is consistent with and representative of the specified and intended meanings in the LOI.
Time Frame
The time to complete an M&A project is impossible to predict. Concord has closed deals as quickly as 45-days from project initiation, but projects have taken as long as 2 years to complete. While the initial investigative work, database creation and validation of the most attractive pitch usually take around 60 days, the time required for solicitation and negotiation of an eventual deal will vary depending on numerous variables including desirability of the client company, number of attractive target acquirers, level of competition among target acquirers, level of technology sophistication, resolution of due diligence issues, etc. One could expect 60 days for project strategy, research and document preparation; another 90 days +/- for initial target contacting, pitching and document sharing, and 30-120 days for identifying strong leads, aligning, negotiating and agreeing to a deal format.