Merger & Acquisition Advisory Services

The firm's capabilities include:

  • Sellside Advisory
  • Buyside Advisory
  • Business Valuations
  • Financing Originations
  • Management Buyout Consulting & Implementation

SELLSIDE ADVISORY

Marion Financial Corp. provides the following services for its sellside clients in pursuing the desired liquidity event represented by the sale of their business:

Valuation Guidance

Shareholders benefit from the accredited business valuation services rendered by the Marion staff. Guidance will be given clients as to the indicated range of value for the subject company and the current market conditions for the particular company. This is a critical first step in preparing the company to go to market.

Preparation of an Effective Marketing Memorandum

Most buyers of businesses expect to have access to a comprehensive sale memorandum ("Information Memorandum"), which provides basic information concerning the business, its financial history, its prospects, its services and products, etc. While this document will not provide all of the information that a buyer will require prior to closing, it does present the prospective acquirer with the most relevant information to determine his future interest.

Preservation of Confidentiality

Premature disclosure of a business sale can be extremely damaging. Yet, by its nature, the sale process is one which can result in inadvertent disclosure if care is not taken. Marion's principals understand that a breach of confidentiality can affect employee morale and undermine the company's competitive market position. Marion strives to preserve this confidentiality. Contact can be made with prospective purchasers without disclosure of the seller's identity in order to pre-qualify the buyers. In addition, Marion acts as a shield by fielding phone calls and due diligence inquiries in order to keep the transaction activity from being apparent to the seller's staff.

Identification of Potential Acquirer

The universe of prospective buyers for a particular business can be quite large. Many buyer prospects will not be apparent to a seller who is not actively engaged in the business of buying and selling businesses. In addition to other companies in the same industry, a particular business might be of interest to investment groups in the local area, private equity groups active on a national and international level, or operating companies desirous of diversifying into new product lines.

The process of identifying these potential buyers involves a variety of activities, including research of the likely acquirers within and outside the industry, contact with known buying groups and utilization of Marion's relationships with private equity groups seeking specific platform opportunities or "tuck-in" acquisitions for increments to their consolidating platforms.

Negotiation of Purchase Agreement and Closing

The firm's executives have experience in structuring and negotiating transactions including asset sales, stock sales or partnership divestitures. Marion Financial Corp. can also serve an important function by providing a practical business perspective throughout the negotiation of the definitive documents. The most common goal of Marion (and the selling shareholders) is structuring the transaction to maximize the after-tax proceeds to the selling shareholders, thereby minimizing the sharing of gains with the IRS.

Marion's Benefits to Sellers

BUYSIDE ADVISORY & ACQUISITION SEARCHES

Marion will conduct searches for corporate acquirers or private equity groups. The firm's research capabilities enable it to identify candidates effectively and confidentially. Marion can serve as an outsourced corporate development department for companies implementing acquisition growth strategies and achieving domestic market share growth. Small-cap public companies that have no designated corporate development officer can out-source to Marion a major part of the identification, structuring, and transaction management services regarding acquisition candidates. There are also instances where large public companies may want extreme confidentiality in executing a specific mid-market acquisition and utilize Marion's services to facilitate this initiative without utilizing their Wall Street investment bank.

The following transaction steps are often incurred to execute an acquisition strategy:

  • Understand the client’s acquisition goals
  • Define acquisition criteria
  • Identify prospects meeting criteria
  • Contact prospects on a confidential basis
  • Analyze prospects’ data
  • Visit target companies with client
  • Suggest structure and valuation range
  • Assist with letter of intent
  • Liaison between client’s due diligence team and target
  • Liaison between client’s attorney and target’s attorney
  • Guide the transaction to a successful close

MANAGEMENT BUYOUT CONSULTING & IMPLEMENTATION

Management Buyouts (MBOs) can be great tool for insuring liquidity to existing shareholders while providing the key management team the opportunity to acquire equity in the business that they know well, and have been managing.

Marion Financial will consult with the controlling shareholders and the key management executives who have a desire to execute an MBO. After learning the specific goals and objectives of each of the parties, Marion Financial can guide the transaction through completion of this complex process.

The best candidates for MBO’s are businesses with a history of profitability with pre-tax earnings greater than $2 million, and have a strong and stable market share of its niche industry. Of paramount importance is a quality management team capable of executing a credible business plan that supports growth through a scaleable investment thesis.

There can be great flexibility in structuring MBOs whereby the controlling shareholders can cash-out 100%, or remain in the post-MBO transaction company retaining either a minority interest or controlling interest. Management is encouraged to invest cash into the transaction; however, Marion Financial Corp. can identify the best-fit financial sponsors for the transaction through its contacts with hundreds of Private Equity firms seeking to employ capital for such purposes.

Securities transactions are offered through McLean Securities, LLC, Member FINRA / SIPC.
7900 Westpark Dr., Suite A320, McLean, VA 22102 (817) 843-0997