Robert Williams Co robertwilliamscorporatefinance org uk Robert Williams
Robert Williams & Co robertwilliams@corporatefinance. org. uk
Robert Williams • • • BA (Econ) – top student in year ACA Arthur Andersen MBA – distinction • • BDO Corporate Finance 2000 Williams & Co • • • Expert Witness Institute ICAEW CF The CFN Executive Team
• • • Williams & Co Transactions- UK, Europe, USA, Australia Fundraising - Equity, Debt, Asset Based Lending, Private funding routes Sourcing buyer in disposal mandate Tenacious dealmaker Forensic accountancy valuations - barristers matrimonial disputes ¡ partnership disputes ¡ unfairly prejudicial claims ¡ negotiations with the Inland Revenue ¡ general litigation proceedings & negligence ¡
How to make deals happen • Often difficult to even get to ‘Heads’ ¡ Psychological issues ¡ Desire ¡ Expectation • What are the key drivers? ¡ Deal breakers ¡ Motivation for completing ¡ Expectation ¡ Relationships & Lifestyle issues
What makes deals fall over? • Inexperienced and/or poor advisors • Due diligence • Change in business situation • Inflexibility - the clients or the ‘other side’ • Inability to restructure the deal • Not detailed enough ‘heads’ • Formula of consideration ¡ Not detailed enough ¡ Too complicated
What makes deals fall over? • Not understanding each others time • • pressures Not enough time Vendors take their eye off the ball • Case studies & real life examples
Case Study 1 – Selling a Business • • Manufacturing Group in North of England Deal size £ 3+ million Entrepreneurial business Concern re trade buyer -possible MBO; Seeking MBI Actually achieved an MBI/MBO Change in circumstances and 8 sets of Heads of Terms! Pension Fund v Sole trader v disposal of two trading companies and a business. Deal structure: Short handover period; Allocated Consideration across 3 entities and a combination of ¡ ¡ Cash up front Deferred and insurance backed Loan Stock Deferred Contingent Earn Out Consideration 3 yrs’ non-compete clauses
Case Study 2 – Alternative Funding • • • Logistics company already had some VC investment Co required further funding in business Management and VC to avoid shareholder dilution Business plan -replace the company’s existing working cap facility CID coupled with a “Forward Order Facility” (FOF) Needed to change financial systems. The FOF secured with covenant from client’s customers New funder CID at 85% & 50% against the value of the orders for a 3 month rolling period. Extra £ 700, 000 cash flow for the business. Additional working cap, no extra VC equity & no further management equity dilution
• • • Case Study 3 – Family Feud! Well known international Consumer brand - operations in UK, Europe, USA and Central America Deal > £ 20 million Conflict: ¡ ¡ • Potential trade disposals thwarted ¡ • highly paid minority shareholders who managed the business; and majority shareholders who inherited shares, did not work & did not receive dividends or salaries ¡ by Management; and refusal of majority shareholders to sell to MBO team Commercial solution found: ¡ ¡ a BIMBO Staged payments to majority shareholders
Conclusion • Understand the motivations of your client and the other side • Think “out of the box” - if people are talking there is a deal to be found! • A different deal – “My 1 hour ultimatum”
Any questions? Robert Williams & Co robertwilliams@corporatefinance. org. uk
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