M&A Auctions: Successful Bidding Strategies

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1 Presenting a live 90-minute webinar with interactive Q&A M&A Auctions: Successful Bidding Strategies Planning and Executing Winning Bids, Minimizing Costs of Losing Bids THURSDAY, JANUARY 8, pm Eastern 12pm Central 11am Mountain 10am Pacific Today s faculty features: Robert C. Hussle, Partner, Rogers & Hardin, Atlanta Christopher J. Voss, Partner, Stoel Rives, Seattle The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions ed to registrants for additional information. If you have any questions, please contact Customer Service at ext. 10.

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5 Successful Bidding Strategies for Bidders in M&A Auctions 5 Aiming For Victory & Protected In Defeat Presented By: Robert C. Hussle and C.J. Voss

6 Pros and Cons from Seller s Perspective Key Advantages Reach more potential buyers Competitive process should maximize price and result in more favorable deal terms More control over process, timing, and transaction documents Market check for directors Key Disadvantages Higher cost Multiple bidder auction generally more disruptive to business operations than negotiated transaction More difficult to maintain confidentiality of process to employees Competitive risk from bidders who are not serious Adverse market perceptions if process is unsuccessful 6

7 M&A Auction Process Seller s Perspective Hire an investment banker Banker contacts potential buyers Confidentiality agreements with potential bidders Seller and banker prepare Confidential Information Memorandum Perform internal due diligence and create virtual data room Management presentations Seller distributes bid package CIM, form purchase agreement and bid instructions Buyers submit bids Seller analyzes bids and ranks them Seller commences negotiations with short-listed bidders Seller ultimately enters into definitive agreement with single bidder 7

8 Typical Bid Instructions 8 Mark up purchase agreement rather than sending an issues list Significant changes are unwelcome Submit your binding offer Identify any impediments to closing Reply by a set date and time

9 Seller s Goals in Auction Create real or apparent competitive market for unique/ scarce asset Obtain highest purchase price Secure favorable deal terms with limited post-closing indemnity or other obligations Provide certainty of closing 9

10 Seller Ranks Bids Price Timing Indemnity terms Other key factors/conditions and structure risk Reputation/integrity of bidder 10

11 Seller Ranks Bids - Example 11

12 Confirm pricing/valuation Bidder s Objectives Build credibility with seller and its advisors Identify synergies Identify risks and obstacles Ultimately, win the bid Minimize the cost of bidding (particularly if losing) financial and management time and attention 12

13 Successful Bidder Strategies Play by the rules Due diligence Focus on real issues Be a serious bidder Money talks Bid in the alternative Provide certainty Assess and use shifting deal leverage 13

14 Play by the Rules 14 Conform bid to bid instructions to the greatest extent possible Mark up the purchase agreement, but don t over do it market terms for market price

15 Due Diligence Undertake a serious due diligence effort Devote sufficient resources to review the documents posted in the virtual data room to: 15 identify genuine business issues validate your valuation understand working capital requirements identify synergies demonstrate seriousness of bidder

16 Focus on Real Issues 16 Address real (rather than theoretical) issues in markup of purchase agreement For example, if the diligence reveals an asbestosrelated environmental issue in one of the seller s plants, tailor the mark-up to address that issue and not all manner of environmental concerns Avoid seeing ghosts

17 Be a Serious Bidder Don t bid if you aren t serious a low-ball bid rarely succeeds in winning the bid for a valuable asset Demonstrate your interest by your actions assemble deal team, attend management presentation and make site visits, spend time in the virtual data room, engage with the bankers and provide a thorough mark-up of the purchase agreement Know your reputation as a buyer: Do you get deals done? Do you re-trade deals? Are you litigious? 17

18 Money Talks The highest bid almost always wins the bid Understand the process: bidders will be asked to bid more until they say no Consider bidding in a range to get to the next round but save some powder for the last push by the seller 18

19 Bid in the Alternative 19 If you don t like the seller s proposed sale terms, give the seller an alternative For example, if the seller insists on a 12-month survival period, then formulate your bid based on that survival but also bid on the basis of an extended survival period

20 Provide Certainty 20 Sellers want to know the deal they sign will close and they won t have to return the purchase price through indemnity Don t add third-party conditions address through covenants if workable Be creative on indemnity can rep and warranty insurance bridge any gap in coverage?

21 Assess and Use Shifting Deal Leverage As bidders drop out of later rounds, the leverage of the remaining bidders begins to increase and the continued bidding confers a benefit on the seller Sellers and their bankers will work hard to maintain the dynamics of a competitive market If appropriate, a bidder in second place may seek an expense reimbursement from the seller for staying in the auction 21

22 Successful Bidding Strategies for Bidders in M&A Auctions 22 Bob Hussle: C.J. Voss:

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