The rapid pace of transactions in the A/E industry is evidence that firms continue to favorably view mergers and acquisitions as a means of strategic growth and geographic expansion. But where do you start? How do you find and evaluate good candidates that may be willing to buy or sell? How do you value and structure the deal?
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, draft a letter of intent, conduct due diligence, prepare for closing and integration, and measure the success of your transaction.
Summary of What's Inside:
Learn how to prepare your A/E firm for a merger or acquisition
Find appropriate targets and get tips for drafting a letter of intent
Get strategies for conducting thorough due diligence
Learn about standard transaction documents and structuring the deal
Prepare for closing the deal, and what post-closing integration issues to look out for
Read case studies of real-life mergers and acquisitions in the A/E industry
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
How do you make 2 + 2 = 5?
Just a decade ago, a merger or acquisition of an architecture, engineering, or environmental consulting firm was fairly unusual. But over the past 10 years, merger and acquisition activity within the industry has exploded. In the past four 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.
The rapid pace of transactions in the A/E industry is evidence that firms continue to favorably view mergers and acquisitions as a means of strategic growth and geographic expansion. With the economy improving and valuations rising for many firms, more owners are exploring a firm sale as a means of exit strategy and ownership transition. The problem is that many owners of A/E/P and environmental consulting firms aren’t familiar with the M&A process. Where do you start? How do you find and evaluate good candidates that may be willing to buy or sell? How do you value and structure the deal?
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.
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
Chapter 7: Conducting Due Diligence
Objectives
Transaction types
The investigation
Technology and communications
Professional liability insurance
Cultural due diligence
Potential red flags
Chapter 8: Preparing for Closing the Deal and Issuing the Transaction Documents
The purchase-and-sale agreement
Disclosure, risk, and indemnification
Schedules and exhibits to the purchase and sale agreement
Closing the deal
Chapter 9: Integrating the Firms
Integration planning
Yours, mine, and ours
Integrating people
Combining cultures
Building a communications program
What’s in a name
Integration challenges
Chapter 10: Benchmarking Success
Methods of measuring success
Employee and client satisfaction
Coping with a not-so-happy ending
Chapter 11: A/E Mergers & Acquisitions Case Studies
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
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