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Project Portfolio – Our Work

M&A Projects

Target company characteristics:

  • Size: Revenues from less than $10M to over $2B and employee base from 10 to 20,000
  • Countries: U.S., Canada, Mexico, UK, Germany, France, India, China, Singapore, Brazil, Japan, Italy, the Netherlands, Australia.
  • Industries: High tech, services, telecommunications, manufacturing, education, logistics and distribution, chemical processing, automotive, metals, building products, paper products, foundry, call centers, software, consulting, services.
  • Public and private

Transaction Types:

  • Corporate divestitures (carve-out)
  • Stock and asset (and hybrid) deals
  • Stand-alone
  • Public to private
  • Bankruptcy

Representative Pre-Deal Findings

  • Costs for employment related programs and services understated by 20 – 100% in sellers’ stand-alone cost models.
  • Employee benefit costs increase 20 – 30% in a carve-out transactions due to the differences in size and demographics of the target group relative to the parent/seller.
  • Multi-employer pension withdrawal liabilities (up to $20m) triggered by the sale of the business were unknown by the seller (and undisclosed) in multiple transactions involving unionized operations.
  • Major manufacturing business failed to include $10’s of millions of contractually required (collectively bargained) benefits in the projected financials.
  • Liabilities for retiree medical and other post-employment benefits were undisclosed and were not on the balance sheet of the target company.
  • Failures to comply with wage and hour laws exposing potential buyer to obligations for past wages, penalties and increased operational costs to implement compliant practices.
  • Employment agreements included single-trigger change-of-control payments, exposure to tax liabilities for employer, excess parachute payments and excise tax gross-ups.

 Representative M&A Projects:

  • Corporate divestitures with the following sellers: Textron, GE, Hays Logistics, Weyerhaeuser, RR Donnelly, Cardinal Health, Lesco, Kemper Insurance, CORE Inc., Cunningham Lindsey, Global Crossing, Degussa, Vivendi, Bayer, BASF, Noranda Aluminum
  • Public to private: U.S. Robotics, CompuCom, SDI
  • Stand-alone acquisitions: Americatel, SDI, CompuCom, U.S. Robotics, VacTron
  • Integrations – add-on acquisitions for Broadspire, CompuCom, Matrix Telecommunications, OSC
  • Executed the full human resource and payroll transition plan for about 20 corporate carve outs to include global staffing, implementation of employee benefits, employee communications, payroll vendor selection and project plan, employment offers and agreements, compensation plans, HR infrastructure development, reporting, record-keeping and compliance systems and HR structure implementation.
  • Corporate transactions include mergers (as the acquirer and acquired) and divestitures