Alvarez and Marsal

Merger Integration
& Carve-Out

Ryan Schmidt

Managing Director

Leading and Supporting the Key Priorities that Drive Successful Integrations and Carve Outs

A&M helps organizations execute successful integration and carve-out projects by addressing functional and priority areas essential to success. We focus on different key three main phases:

  • Phase I – Integration / Carve-Out Assessment
    • Target Due Diligence, TSA Planning and Synergy Estimation
  • Phase II – Integration / Carve-Out Planning
    • Day 1 and 100 Plan
    • Integration and Communication Plan
  • Phase III – Integration / Carve-Out Execution
    • Execute 100 Day Plan
    • Execute towards Future State Implementation

Distressed M&A Support Services

Distressed M&A Support Services

A&M helps organizations focus on urgent diligence topics when information and time is limited while still working to mitigate risks. Post close, A&M ensures structure and control to rapidly integrate and improve business outcomes.

 

Key Priorities A&M Can Support:

  • Pre-Close Period – Risk Mitigation Mode
    • Focus due diligence on items that impact deal price / structure most
    • Drill down into cash position, liquidity state, and future funding needs
    • Outline recommendations to deal structure and risk mitigation plans based on findings
    • Quantify synergy and performance improvement initiatives that support the deal thesis
    • Evaluate ways to minimize one-time costs
    • Negotiate purchase agreement to minimize transferring risk and liabilities
  • First 100 Days – Value Creation Mode
    • Install PMO to drive decision-making, cross-functional planning, prioritization, and issue resolution
    • Take active control of the business immediately (e.g., put cash controls in place)
    • Define and clearly communicate go-forward strategy to the organization
    • Execute management and workforce changes without delay
    • Capture “low hanging fruit” synergies
    • Implement and track progress of synergies and performance improvement initiatives

A&M Sell-Side Value Creation Equation

A&M Sell-Side Value Creation Equation

Plan and Foresight

  • Successfully executed many sell-side engagements with tangible results
  • All engagements resulted in successful deal execution within a reasonable timeline above or at targeted multiples

Management’s Partner

  • Provide ability to management to self-scout potential areas that would be challenged by the buyer universe
  • Operational heritage focused on driving results (i.e. no “consultant-speak”)
  • First line of defense during buyer diligence

Rigorous Analysis

  • Rigorous operationally focused analysis
  • Organize and analyze data in a way that provides data driven insights
  • Curate data in a manner relatable to management and potential bidders
  • Provides management a roadmap and uncovers potential pitfalls to performance improvement

Credibility

  • A&M branded reports are considered a standard that the buyer universe (and their advisors) rely on for operational, financing, and investment decisions

Value Add

  • Limit EBITDA multiple erosion during buyer diligence process
  • Provide additional certainty to close by presenting a fully “buttoned-up” separation plan on behalf of management (inclusive of TSA)

Case Study

Case Study

CLIENT

Market Data Research Provider

ROLE

  • Developed synergy model for merger of two entities
  • Assisted in Day 1 preparation, integration planning and post merger integration activities

IMPACT

$87M

Realized in Savings

The training that you get when you come to A&M is not only structured & customized to what we do specifically in the private equity industry. It’s something that helps prepare you in moving forward with continual learning that will make you a successful member of our A&M team.

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