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 both sellers and buyers. M&A services for both sellers and buyers include:
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. As a buyer, an acquisition strategy is a major growth strategy. Having a seasoned 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 comments 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 SPA (Stock Purchase Agreement) and the close.
Buyer Side
Advisory Services
Our advisory services leverage an extensive involvement in M&A from the buyer perspective while making extensive use of our access to several key industry databases that provide current valuation case studies, benchmarks, and ratios in our industry.
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Strategic Planning
Often an acquisition strategy becomes a major component of our strategic plan facilitation services.
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Market Research Due Diligence
One of the key purposes behind today’s acquisition strategies is to gain position in a new market from either service or geographical expansion or both. Our proven process of market research and assessment will provide the substantive data you need for effective decision making.
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Client Perception Studies
The quality of the acquired firm’s client base can be a true value-added asset or a major risk liability. A client perception study can be utilized to verify whether the client base is as valuable as perceived or whether there are underlying issues ready to surface that could become significant liability risks in the near term.