Mergers & Acquisitions
Tuminello Consulting provided consulting services on its first M&A project in 1996. Since that time, Randy has served as a strategist, analyst, advisor and program manager on several successful M&A projects representing sellers. While we remain well aware of the multitude of potential buyers in the AEC market, due to potential conflicts of interest we have made the conscious decision to only represent sellers when providing M&A services.
Seller Side
Program Management
As your fiduciary agent throughout the process, our primary role is to serve as your overall program manager. The following list provides a brief overview of the program plan elements.
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Acquisition Strategic Plan
One of our major points of distinction is that we combine expertise in strategic planning with expertise in all aspects of the merger/acquisition process. As a seller, you should be thinking strategically about how to position your firm for an acquisition years in advance. Are you well-positioned in services or markets providing high margins? Are you building depth and a team of A players? Are you a prime consultant or subconsultant? All of these questions and more can have a significant impact on your firm's ultimate valuation. Having a seasoned strategic facilitator with specific AEC industry experience is crucial to formulating a successful acquisition strategy.
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Valuation and Value Optimization
Value optimization is not about overstating value; it is ensuring that ‘fair market value’ and other intangible factors such as market synergy and risk minimization are also considered in the valuation. Our valuation resources include customized financial models that utilize the latest AEC industry valuation metrics including various multiples based on EBITDA, net revenue and other factors, as well as industry comps such as firm type and size.
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Creation of the Offering Memorandum
Written in a clear, concise, and comprehensive manner the offering memorandum should anticipate and answer the important questions and concerns of the prospective buyer while providing a strong rationale for the valuation.
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Communications
One of the most critical components of the program is the communications plan. This plan provides a strategy and framework for communications throughout the process, including contacts with prospective buyers, non-disclosure agreements, information dissemination and negotiations leading to a signed LOI, SPA (Stock Purchase Agreement) and the close.
