Full Description

Your straightforward guide to the complicated transactions that can catapult your A/E firm from run-of-the-mill to extraordinary

• Identify A/E market drivers and players in the industry
• Learn how to prepare your firm for a merger or acquisition
• Learn how to find appropriate targets
• Get tips for drafting a letter of intent
• Get strategies for conducting due diligence
• Learn about standard transaction documents and how to structure the deal
• Learn about tax and corporate considerations for both buyers and sellers
• How to prepare for closing
• Post-closing integration issues to watch out for
• How to measure the success of your transaction

Over the past 10 years, merger and acquisition activity within the industry has grown tremendously. In the past six years alone, approximately 600 firms have been either sold or merged. And with well over 50,000 engineering, architecture, and environmental consulting firms operating in the U.S. today, it’s rare to find a firm that hasn’t been approached by another company regarding a merger or sale.

ZweigWhite’s A/E Mergers & Acquisitions Cookbook is a straightforward guide to the complicated transactions that can catapult your A/E firm from run-of-the-mill to extraordinary. Whether you’re a buyer or a seller, you’ll learn how to prepare your A/E firm for a merger or acquisition. You’ll learn how to draft a letter of intent, conduct due diligence, prepare for closing and integration, and measure the success of your transaction. A/E Mergers & Acquisitions Cookbook contains important information about corporate and tax considerations and provides templates of many standard transaction documents. You’ll also read case studies featuring real-life mergers and acquisitions in the A/E industry.

The implications of a merger or acquisition are enormous for every aspect of a firm’s practice, from marketing, to finance, to human resources and more, and every firm leader needs to have some plan of how he or she will react when an opportunity arises. ZweigWhite’s A/E Mergers & Acquisitions Cookbook will help guide you step-by-step through this complicated process and make M&A a reality for your firm.

Contents

Foreword

• Buying frenzy
• Future M&A activity
• Defining M&A
• International M&A
• Stages and timetables

• Operational issues for buyers and sellers
• Analyzing expectations

• For buyers
• For sellers

• Using intermediaries vs. do-it-yourself searches
• Types of intermediaries
• Search techniques
• Candidate search process best practice
• The first meeting
• The confidentiality agreement

• Architecture of the deal
• Tax aspects of ownership transfer
• Consulting agreements
• Employment agreements
• Stock ownership in buyer
• Funding the deal

• Preparing the letter of intent
• Inside the letter of intent
• Business valuation for negotiating the preliminary purchase price
• Definition of value
• Approaches to estimating value
• The control premium
• Goodwill
• Business appraisers
• Provisions of the letter of intent
• Omitting the letter of intent

• Objectives
• Transaction types
• The investigation
• Technology and communications
• Professional liability insurance
• Cultural due diligence
• Potential red flags

• The purchase-and-sale agreement
• Disclosure, risk, and indemnification
• Schedules and exhibits to the purchase and sale agreement
• Closing the deal

• Integration planning
• Yours, mine, and ours
• Integrating people
• Combining cultures
• Building a communications program
• What’s in a name
• Integration challenges

• Methods of measuring success
• Employee and client satisfaction
• Coping with a not-so-happy ending

• Cubellis
• GEI Consultants, Inc
• GZA GeoEnvironmental, Inc.
• Halcrow, LLC
• KJWW, PC
• Sebago Technics, Inc.
• Syska Hennessy Group
• WSP Group, plc

Appendix A: Prospective sellers profile form (for buyers)
Appendix B: Prospective buyers profile form (for sellers)
Appendix C: Due diligence checklist
Appendix D: Sample letter of intent
Appendix E: Purchase & sale agreement outline
Appendix F: Stockholder agreement outline
Appendix G: Resources