Mergers - Strategic Objectives of a Firm
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1 Moving forward with mergers Nelsons Connect2Law Conference 4 October 2012 Andy Poole Legal Sector Director Armstrong Watson
2 Moving forward with mergers Why mergers are back on the agenda How mergers can help to achieve strategic objectives The merger process The seller s perspective - Grooming the business - Appropriate structures The buyer s perspective Due diligence Goodwill and the value of law firms Other options and exit routes
3 Why mergers are back on the agenda Retirement/succession Legal Services Act Legal aid reform Personal injury reform Difficult trading conditions Regulatory reform
4 How mergers can help to achieve strategic objectives A merger is not a strategy in itself Protect legal aid income Enlarge the range of services Move into new geographical markets Protect personal injury income Build a brand
5 The Merger Process (1) Starting point look at your own firm - SWOT analysis Strengths/Weaknesses Opportunities/Threats Staff Contributions Benchmarking information - Armstrong Watson Survey - LMS Survey
6 Armstrong Watson Benchmarking Less than six partners - Net profit per equity partner 78,345 - Fee income per equity partner 244,500 Six or more partners - Net profit per equity partner 123,563 - Fee income per equity partner 438,151 Detailed benchmarking review available
7 The Merger Process (2) Starting point look at your own firm (continued) - Identify key objectives partners as individuals and firm as a whole - Business planning e.g. working capital requirements - Client needs how this may change - Staff and resources review
8 The Merger Process (3) If the partners objectives cannot be met by other means then the merger/acquisition should be explored External review - What are the key features required, scale, location, client base, work types? - Identify firms meeting these criteria - What are your competitors doing in this marketplace? - Plan vision for the future practice work out what you want to buy/sell and the post merger vision Start the process draw up a shortlist of firms to approach and agree it among partners
9 The Merger Process (4) Make the approach Confidentiality agreements Identify the deal breakers and Heads of Terms Due diligence Deal evaluation - Consider results of due diligence - Review against key objectives - Discuss with key stakeholders Post merger business planning
10 The Seller s Perspective (1) Grooming the business - Same issues whether wanting a complete sale, a merger or to attract external investment - Make the business attractive - Get your house in order don t get caught in a fire sale Accounting records/management systems Old debt/wip Taxation compliance - Accounting policies - Business plans Projections Operational matters Management
11 The Seller s Perspective (2) Grooming the business (continued) - Timing income profiles and profit trends - Strong profit track record coupled with demonstrable future growth - Build market share and critical mass - Not dependent on partners - Leverage - Systems and IT
12 The Seller s Perspective (3) Grooming the business (continued) - Structure - Partnership? - LLP? - Limited Company? - Who selling to? - Separate parts of business into different entities? - Hybrid structures?
13 The Buyer s Perspective due diligence Areas of operations to review will include: - Fees - Other financial information - Risk - Staff - IT systems - Governance
14 Due Diligence (1) Fees - Client base - Average fees per client - Average fees per partner - Average fees per fee earner - Trends and projections - Departments
15 Due Diligence (2) Other financial information - Analysis of historic results - Analysis of projected future results - Profitability by department - Profitability by partner - Accounting policies - Net assets - WIP - Valuation method - Recoverability - Success rates
16 Due Diligence (3) Other financial information (continued) - Contingencies and commitments - Partner annuities, loans and capital/current accounts
17 Due Diligence (4) Risk - Work types - Quality control procedures - SRA visits - SAR reports - Claims history - PII Insurance premium
18 Due Diligence (5) Staff - Numbers - Departments - Ratios - Structure - Salary rates - Qualifications - Status - Training
19 Due Diligence (6) IT systems - Information - Compatibility Governance - Partnership agreement
20 The Merger Process (5) Business planning will be essential and cover the following areas: - Objectives - Work types and geographical markets - Marketing the new practice - New practice trading structure - Governance arrangements, managing partner/management team/chief executive/department heads - How to retain old arrangements for partner retirements, dealing with inconsistencies between the firms - Succession planning and incoming partners
21 The Merger Process (6) Business planning will be essential and cover the following areas: (continued) - Financial modelling to demonstrate key areas of the merged practice, cashflow requirements and partner profit share arrangements - Property arrangements, in case of merger to quickly establish to the outside world one firm
22 Taxation Issues Compliance transfer of VAT and PAYE Merger continuation of business and no overlap relief Acquisition/Sale cessation of retiring partners and overlap relief claimed Different status for different partners CGT issues with disposal of goodwill Opportunities to consider - Trading as a company/hybrid
23 Options Larger practice taking on small practice - consolidators? Merger of two similar sized practices External investment/ownership Merger or Acquisition?
24 Merger Rare to see a pure merger in control terms but - No payments - No goodwill - Work in progress and debtors paid as collected - Agree profit sharing ratios - Accounting policies and merger accounts are key
25 Acquisition Acquiring a practice (or share) at an agreed value Paid for in cash Paid for in shares? Potential deferred payment - Retention of clients? Valuation based on profitability or fee ratio Pay for net assets plus uplift for goodwill Pure valuation of practice
26 Goodwill and the value of law firms Value of any investment is the sum of future economic benefits at today s value Professional service firms focus on goodwill Is there goodwill in the legal sector? Subjectivity Valuation: use of multiples is common
27 Practice Valuations Issues (1) Roles of partners in post merger firm Work types Projections maintainable earnings Property WIP valuations
28 Practice Valuations Issues (2) Value multiples - Client base - Staff - Systems - Services - Position/brand - Scale But already reflected in profit?
29 Practice Valuations Issues (3) Value to acquiring practice - Synergies - Spare capacity in fee earners and support staff - Integration costs e.g. redundancies/lease breaks - Partner retirements
30 Cultural Issues (1) A definition of culture: A set of beliefs, values and assumptions that are shared within a group the way we do things around here
31 Cultural Issues (2) A cultural mismatch is just as dangerous as a strategic mismatch. Never analysed in as much depth Understanding your own culture is a major step to identifying the potential for cultural compatibility
32 Cultural Issues (3) Culture is learned over time New people join and become absorbed into this culture Putting two firms together is likely to lead to at least some incompatibility How realistic is it to talk of creating a new culture post merger?
33 Cultural Issues (4) Examine the culture in both organisations Don t assume that similarity in systems means cultural similarity Think of cultural adaptation rather than cultural change Think about blending cultural elements from each firm
34 Cultural Harmony Explore the attitude and behaviour of the people Culture is often ignored tight timetables Use outside help Identify at least some cultural harmony at the outset
35 Culture Post Merger Accept that deep seated cultural beliefs will never change in the short term Focus on the positive aspects of the combined firm s culture Don t trumpet new values - Implied the old ones lacked merit
36 Regulatory and risk perspective Financial due diligence Projections Taxation Legal due diligence Quality marks Supervision procedures Merging the teams Changing processes Claims records/pii premiums Registering with/approval from the SRA
37 Other options and exit routes (1) Exit routes Barriers to exit - Large capital accounts - No identified succession - No interested succession - PII run off cover/successor practice issues - Regulatory issues Orderly closure
38 Other options and exit routes (2) Continuation Niche focus File sales (rather than fire sale) Alliances - Connect2Law Joint ventures ABS - Hub and spoke Succession identifying talent and locking them in - Share incentive schemes? - Early involvement in the business
39 How Armstrong Watson can help General support, advice and management of the process Finding targets Brokering the deal Practice valuations Due diligence Merger checklists Trading structure reviews and conversions Tax planning to realise goodwill Incentive schemes to help succession
40 Summary Legal services market changes driving merger activity Identify strategic goals Does merger fit with strategy? Planning the process The sellers perspective Grooming the business Appropriate structure The buyers perspective Due diligence Practice valuations Cultural issues Regulatory and risk perspective Other options and exit routes
41 Disclaimer This presentation and supporting documentation has been prepared in general terms and therefore cannot be relied upon to cover specific situations; application of the principles set out will depend upon the particular circumstances involved and we recommend that you obtain professional advice before acting or refraining from acting on any of the contents of this presentation and/or supporting documentation. Armstrong Watson would be pleased to advise on how to apply the principles set out here to your specific circumstances. Neither Armstrong Watson nor the presenters accept a duty of care or liability for any loss occasioned to any person acting or refraining from acting as a result of this presentation and supporting documentation.
42 Andy Poole Legal Sector Director Armstrong Watson Fairview House, Victoria Place, Carlisle, CA1 1HP Central House, St Paul s Street, Leeds, LS1 2TE M: E: andy.poole@armstrongwatson.co.uk
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