CORPORATE FINANCE

 

In the thirty years since its formation, the partners and its staff have developed substantial expertise in the following specialised disciplines of corporate finance:

1. Merger and Acquisitions:

Our firm have successfully completed such assignments up to a value of €20 million. In most circumstances our role included the following:

• Lead negotiator of the commercial aspects of the deal, including provisions for deferred consideration.
• Client liaison in respect of the legal contracts and particularly the explanation of warranty provisions in a clear and easy to understand fashion for clients.
• Due diligence. Managing and delivering all aspects of the financial and company secretarial due diligence for the client.
• Concluding the deal. The greatest skill in such assignments is assisting a client to conclude deal as pressure builds and expectations rise. We provide our clients with objective advice and help remind them of the goals they wished to achieve and the consequences of changes to the structure of the proposed deal.

The highest compliments one receives can usually be gained from adversaries. In many circumstances the principals in the acquiring or disposing organisation have expressed the view “we wish we had Meagher Moynihan working for us”. But the proof of such compliments is in the fact that in the majority of cases where our client sold their business, we were retained in the previous capacity by the new owners.

Our experience in Mergers and Acquisitions is both international and national and includes such industries as Publishing, Software, Pharmacies, Distribution Companies, Restaurants and Pub Trade.

2. Management Buyout /in:

For the owners of many small and medium sized enterprises, the greatest value for their long years of hard work and investment can only be achieved through the sale of their business to existing management or the next generation of the family. Sadly however, this strategy is often ignored, neglected or more commonly only addressed at the last possible moment when emotional and financial pressures are usually at their greatest.

Our experience in this field is extensive and covers all aspects of:

1. International transfers.
2. Management buy-out.
3. Management buy-ins.
4. Separation of trades to accommodate all three of the above options.

Our approach based on a detailed consultation process with the client well in advance of the planned disposal, usually 5-7 years. This timeframe allows the client to properly develop the requirements:

- Acknowledged and acceptable valuation that satisfies the retirement plan/required returns of the present owner.

- Management structure. It is vitally important that an effective replacement management structure
is put in place to ensure the disposal targets are achieved. This is critical as most such arrangements involve some aspect of deferred consideration.

- Communication. For the responsibilities and expectation of both parties to be effectively addressed there must be open and honest communications. This can be especially difficult to achieve in family situations as the emotional content of such discussions are usually higher.

- Finance. The business must be managed in such a fashion to ensure that the required return can be financed by:

• Future retained reserves.
• Post disposal sustainable profits.
• External finance, which the trade must exhibit an ability to repay in comfort.

As our client base has developed and matured, we have successfully managed the transfer of family businesses from one generation to the next, without recourse to lengthy and expensive negotiations, while preserving the fundamental relationships and respect within the family.

On many other occasions, we have assisted clients in selling their businesses to existing management teams, some of which we help create. Those transactions have involved organisations with annual turnover of > €6m and included designing and negotiating the finance package from external financial institutions. Industries include: software, publishing and pharmacy.

3. Debt Restructuring and Banking Relationships:

An all too familiar theme of today’s economic reality, many people shy away from this process because of its negative imagery and the old hope of if you ignore it, it will go away……..

Our philosophy is entirely different, we see such an opportunity to achieve the following:

1. Relieve immediate financial and physiological pressure.
2. Give encouragement and motivation to seek to grow and expand the businesses.
3. Regain control of personal and business finances.

Our approach is proactive and inclusive in respect of the financial institutions, it is grounded in the fundamental principle that all such arrangements must work equally for the borrower and the lender with no side seeking to punish or trick the other. This common sense approach results in sustainable arrangements being negotiated without resource to an expensive legal process. Importantly, a key requisite of such arrangement is that the client retains an equitable level of earnings and security of tenure over key personal and business assets.

Over the past number of years we have worked with all the major financial institutions to achieve such arrangements. A crucial part of our strategy is to proactively approach the bank when we become aware that a client may have a difficulty with the present structure of their finances. In advance of any proposal we conduct a detailed review of our clients business and personal finances to ensure any proposal will address the known concerns of the various credit committees.

The approach is a holistic one in that, if a client has more than one borrowing relationship we will address the full spectrum of the debts and not in a piecemeal one by one basis. This greatly assists the speed of conclusion and lowers the costs of the process considerably.

4. Liquidations and Receivership:

Meagher Moynihan does not operate as either liquidator or receiver. However, we do manage our clients through these processes to reduce the stress and ensure all legal and procedural requirements are handled in an efficient and timely fashion.

In conducting these assignments we use the services of our panel of insolvency practitioners with whom we have a long and successful relationship.