Our Services

Mergers & Acquisitions

Our team has vast experience with M&A transactions on both sides of the table and can offer expertise and counsel on both “sell-side” and “buy-side” transactions.

Sell-Side

Representing the owner(s) of a company for sale can be a complex process for the seller, fraught with emotion and confusion. Sellers, more often than not, approach a sale process without a clear understanding of the steps necessary that will enable them to maximize their investment. Our team provides leadership and relieves client anxiety by steering the process with knowledge, judgment and focus to deliver an optimal outcome to our clients. Each transaction is unique and, accordingly, requires nuanced experience to identify the key leverage points within the deal that will result in the best end outcome.

WoodMark’s process for a successful transaction generally involves the following process:

  1. Analysis

    Determine the client’s goals and objectives: This includes both short-term and long-term variables, such as financial returns, future involvement with the business, and employee considerations.

  2. Presentation

    Construct a financial presentation for potential buyers that demonstrates normalized historical performance complemented by sensitized future year projections.

  3. Agreement

    Agree on a business valuation with the client that is supported by the financial presentation and will strike the proper balance between price and demand. This step is critical in the process toward ensuring a successful and satisfying outcome for our clients.

  4. Design

    Design a sale process that meets the client’s goals and market expectations.

  5. Utilization

    Utilize our wide-ranging industry knowledge to identify buyers suitable to our clients that meet not only financial requirements, but strategic and cultural requirements, as well.

  6. Conduction

    Conduct a confidential sale process, successfully leading to negotiating the best deal terms available.

  7. Closing

    Lead and manage the closing process, including buyer due diligence, legal documentation and an expedited close.

Sell-side transactions involve businesses in many forms – entrepreneurial-owned, family-owned, institutionally-owned – and our experience and insight can be invaluable across a broad spectrum of business types.

Buy-Side

Clients interested in expanding their businesses immediately can do so through business acquisitions. In these situations, WoodMark advises its clients along the full cycle of the process, from identifying acquisition company targets through the closing of the transaction. They key to success in these transactions is matching the right acquisition companies with our clients. WoodMark closely advises its clients on appropriate acquisition targets by utilizing its vast industry network of contacts and companies to ensure that compatibility is achieved.

WoodMark’s process for a successful transaction generally involves the following process:

  1. Analysis

    Determine the client’s goals and objectives: This includes financial capabilities, financing needs, horizontal vs. vertical acquisition strategy and long-term growth plans.

  2. Research

    We rely on our extensive databases, industry knowledge and contacts to conduct broad company target searches. We add efficiency to the process for our clients by initiating contact with identified targets on a confidential basis and performing initial due diligence to determine compatibility.

  3. Targeting

    The determination of appropriate target companies is the most critical stage of the buy-side process. We will always place our clients’ needs first and will recommend only those targets that we believe will improve the businesses of our clients.

  4. Negotiation

    Once the client has made its determination, our team pivots to negotiations with the selected target company. This includes a determination of the target company’s valuation through complex financial analysis, leading to financial negotiations. WoodMark’s market knowledge and negotiating skills can be invaluable to our client in this process.

  5. Finalization

    After successfully negotiating deal terms, we work with our clients to determine the best structure for closing the acquisition. A cash transaction can be the most straightforward method but, often, our clients choose to utilize a combination of cash and debt to leverage their cash returns. If there is a need for debt, WoodMark can call upon its vast network of lenders to raise the debt at the most advantageous terms to our clients.

  6. Closing

    Lead and manage the closing process, including due diligence, legal documentation and an expedited close.

Buy-side transactions involve transactions in many forms, including management buyouts and our experience and insight can be invaluable across a broad spectrum of transaction combinations.

Growth Capital

Companies need access to capital for myriad different reasons and at different stages in their respective life cycles. The need for capital can be a signal for success for companies in which demand exceeds the company’s financial resources. Conversely, a company may be undercapitalized and underperforming because it is suffocating from cash pressures. Whatever the reason, companies in need of capital are fortunate that there is a tremendous market in which to conduct their searches.

Though the capital markets are deep, they can be treacherous for someone without the appropriate experience. WoodMark leads its clients through the capital-raising process by relying on its broad experience and vast network of industry contacts. There are thousands of capital investors and lenders looking for opportunities to put their money to work. WoodMark applies its filters to these markets to identify the most appropriate capital partners for its clients. All money is not equal and WoodMark provides counsel and advice to our clients so that they find a capital partner that is appropriate for their company’s business and growth plans.

WoodMark’s process for a successful transaction usually involves the following steps:

  1. Analysis

    Determine the client’s goals and objectives: This includes gaining an understanding of the client’s current capital structure, corporate governance and future growth plans.

  2. Development

    Develop a granular understanding of the client’s financial condition to gain perspective into the client’s best capital-raising options. These might include raising equity capital, assuming debt or some combination of both.

  3. Identification

    Access the capital markets to identify the most appropriate capital partners for our clients.

  4. Negotiation

    After consulting with our clients, we will solicit term sheets from the selected capital partners and begin negotiations in order to secure the best deal for our clients.

  5. Closing

    Lead and manage the closing process, including due diligence, legal documentation and an expedited close.

Often, term sheets are complicated with terms and conditions that create new classes of stock or include “back-end” equity awards that require a skilled eye to identify the resulting costs. Our experience and insight can be invaluable in assessing the impact of these details to our clients.

Business Valuation

Business valuation is a process and a set of procedures used to estimate the economic value of an owner’s interest in a business. There are many reasons that business owners should seek independent valuations, or appraisals, of their businesses. It may be done as a prelude to a sale, for estate and tax planning, or as an ESOP requirement. Whatever the reason, it is important that business owners understand the value of what is generally their single most important asset.

WoodMark has the expertise and vast industry knowledge to meet this need and provide accurate valuations for all types of businesses for its clients. In order to perform a valuation accurately and successfully, a complex set of variables that transcend the ordinary financial statements must be considered and factored into the economic equations.

In the end, it is critical that the credibility of the end-product be able to withstand objective scrutiny without conflicts of interest. To best serve the interests of our clients, WoodMark will sometimes call upon one of its fully accredited alliance companies to perform the valuation if its prior client relationship obscures the appearance of 100% objectivity. Either way, the valuation will be completed to the highest standards.

WoodMark’s process for a successful valuation usually involves the following steps:

  1. Analysis

    Determine the client’s goals and objectives: Understand the type of valuation needed and determine the method that will result in the most accurate outcome. It may also be necessary to make an on-site visit to meet with company management and personnel.

  2. Research

    Develop a granular understanding of the client’s financial results, industry, current business conditions, competitors and capital structure.

  3. Projection

    Construct financial projections that encompass all related business variables, including internal operations, industry trends, competitive landscape and regulatory environment.

  4. Reporting

    Produce a comprehensive report that identifies the calculated valuation and further explains in detail the data and methodologies employed to arrive at the valuation.

  5. Closing

    Be available and prepared to explain and defend the valuation, not only to the client but also to other interested parties such as minority owners, prospective buyers, estate attorneys, and tax advisors.

Business valuations can, in many cases, involve a complex analysis but they, nevertheless, are important measurement tools for business owners. Just like an investor is aware of the value of his stock market portfolio, a business owner should be aware of the value of his business. Our experience and insight can be invaluable in delivering this awareness to our clients.

ESOPs

An employee stock ownership plan (ESOP) is a specific way to share ownership with employees that can provide tax benefits to the company, sellers of stock in an ESOP and employees. ESOPs can be a very effective and unique method for owners to extract liquidity from their companies. Nevertheless, they are largely misunderstood.

The basic concept of an ESOP is simple. A company sets up a trust fund to acquire and hold company stock. The company can contribute shares directly, contribute cash to buy shares, or have the trust borrow money to buy stock, with the company repaying the loan through contributions to the plan. Employees then receive shares based on a defined allocation method. The ESOP can act as a vehicle for the company to fund the purchase of an owner’s shares on a pretax basis.

For all their many benefits, ESOPs are not right for every company. WoodMark will evaluate your company’s situation and determine whether or not an ESOP makes sense. WoodMark’s evaluation approach generally involves the following process:

  1. Analysis

    Determine the client’s goals and objectives: This includes determining the owner’s intentions with regard to future involvement with the company. Depending on the circumstances involved, it may be prudent to conduct a “parallel path” process in which the ESOP transaction is constructed at the same time that an outright sale is marketed.

  2. Research

    Develop a granular understanding of the company’s financial results, financial health and governance structure.

  3. Projection

    Construct financial projections that encompass all related business variables, including internal operations, industry trends, competitive landscape and regulatory environment.

  4. Valuation

    Contract with one of WoodMark’s alliance companies to calculate a business valuation of the company. WoodMark would not perform the valuation in order to preserve objectivity should the company end up adopting the ESOP option.

  5. Funding Method

    Determine how the ESOP will be funded. If the determination is to fund with debt, WoodMark will work within its network of lenders that specialize in ESOP lending to identify the best terms and conditions available for the client.

  6. Guidance

    Provide guidance to ensure that the client’s proposed ESOP is in compliance with associated laws and regulations.

  7. Closing

    Lead and manage the closing process through plan implementation, and provide ongoing guidance and valuation support.

Many companies avoid pursuing ESOPs because of the added complexity and cost that an ESOP might birth. That is why it often makes sense for an owner to pursue the “parallel path” strategy. We guide our clients through this decision-making process and advise them so that they can make a well-researched decision on which approach makes the most sense for their respective companies.