Topic: M&A - Doing It Right

Speaker:  Rick Wilson, Managing Director and Thomas Powell, Senior Vice President of Crutchfield Capital

Presentation:
M&A -- selling a company, buying a company, merging two entities and their respective cultures, divesting an operation from a larger organization for whatever reason -- these are activities with which many of us have had experience over the years and with which many more of us will in the future.

For those who have never yet had the pleasure of sitting on the edge of our seats for days and weeks or pacing the floor on the phone while working out the subtleties of the wording in the last Rep & Warranty, or even for those of us who have, it can be instructive for the next transaction to step back and look at the overall process, and ask the basic questions, "What is this transaction all about, and how can I make it a success?"

What are the discrete pieces that all have to fall into place for it to happen and happen well? What does "Happening Well" mean? What can we be doing well in advance to prepare for the transaction... and how far in advance should we be preparing? Are there plans we can make and things we can do early in the process itself, to help ensure that we can look back when its over, and say, “THIS M&A went well!“...?

In this presentation and discussion, Rick Wilson and Thomas Powell, will lead us through the M&A process, explaining the key steps, and giving us an understanding of where in the process lie the best possibilities for leverage to ensure the best outcomes.

Overall, we should leave this presentation with the following answers -- and more: 
 • What roles are played by the investment banker, CPA firm and attorneys in the M&A process?
 • What are the best ways to work with an investment banker?
 • How should a selling company CFO prepare in advance for a sale to ensure the best outcome for his or her company?
 • What is a "quality of earnings" analysis, and how and when does it fit into the process?
 • What are the key value drivers for my company's prospective buyers?
 • What are the key issues in constructing the financial model and developing the “story”?
• What preparations are essential before the start of due diligence?  
• Is cultural fit critical, or is that nice but just not as important as the hard numbers and legal issues?  
• What kinds of issues can kill an M&A deal partway through the process?

Our speaker topic this month, as with most months, is a subject of interest to CFOs and other senior financial executives in any size and type of company, and for both US-only companies as well as companies in the global marketplace. NOTE that if you wish to bring a corporate development colleague or your general counsel as your guest, please feel free to do so.

About our speakers:

Rick Wilson is Managing Director at Crutcfield Capital in Houston. Rick has more than 30 years of experience assisting clients in achieving their financial and strategic objectives. He has advised more than 100 companies in seller representations, buyer engagements, and valuation and litigation assignments in both growth and distressed situations. His industry experience includes diverse sectors such as human capital services, energy services, real estate, financial services, manufacturing and distribution, and other business sectors.

Prior to joining Crutchfield Capital, he was a Managing Director at De Bellas & Co. and GulfStar Group. Beginning his career as a Certified Public Accountant at Ernst & Young, Rick later joined Firs City National Bank of Houston, where he was a Senior Vice President and Senior Credit Officer responsible for complex debt restructurings, credit and workout policy, valuation, accounting, and regulatory issues. Additionally, he led several large distressed loan syndicates and was involved in numerous bankruptcies, foreclosures, and restructurings of both public and private entities.

Rick holds a B.S. in Accounting and an M.S. in Finance from Louisiana State University. He is licensed with FINRA as a General Securities Representative, a General Securities Principal and a Financial and Operations Principal.

Thomas Powell assists in executing mergers and acquisitions assignments across a wide range of industries, including distribution, construction, manufacturing, technology, chemicals, and energy services. Prior to joining Crutchfield Capital, Thomas earned a B.B.A. in Finance with a minor in Accounting from the University of Houston, where he graduated summa cum laude. Thomas is licensed with FINRA as an Investment Banking Representative.t Banking Representative.