Complete Merger & Acquisitions Management
Our extensive relationships and proprietary network of investors enable us to develop a tailored list of potential buyers/investors and glean valuable market insights, before bringing a transaction to market.
Mensura is skilled at conducting tightly controlled and coordinated processes, while maintaining the flexibility to shift tactics, when appropriate. As such, we maintain a competitive dynamic at all stages of the transaction, while quickly or simultaneously managing unforeseen events and changing conditions.
Value in Structure
Value is found or lost in the transactional terms and structure that are not readily apparent in a top-line offer. Mensura serves as a client advocate at every juncture in the transaction, limiting our clients’ post-closing liability and, as appropriate, positioning our clients to benefit from the upside generated by their business going forward.
Our business is one of work, discipline, skill, knowledge, and art employed with the singular goal of maximizing value for our clients.
Due Diligence Oversight
M&A transactions have two levels of diligence
Operational due diligence is conducted prior to the submission of a Letter of Intent (“LOI”). Once the parties sign the LOI, the transaction becomes exclusive, meaning that sellers cannot negotiate with other parties. To protect the terms of the LOI, the seller must make it through confirmatory due diligence.
Confirmatory due diligence is designed to assure that the assumptions made in the LOI are valid and will involve diligence on the “quality of earnings”, working capital, legal risks, tax exposure, environmental risks, property valuations, undisclosed liens, and other concerns that can and often do create the risk of valuation/price reductions.
We never leave due diligence in the sole domain of buyers and investors, because doing so leaves too much transactional uncertainty (risk) unaddressed and will likely place clients at a negotiating disadvantage at some point in the transactional process.
We strongly recommend hiring an established law firm and an attorney that focuses his or her time solely on M&A. This will not be your general business lawyer, even if it is a long and trusted relationship. There will be work for the general business lawyer, but the M&A specialist will be well versed in transactional work and accustomed to working with top M&A lawyers that will be on the other side of the transaction.
Mensura will help limit the costs of the legal counsel, because we will take control of many of the time consuming functions, including building and maintaining the data-room. Furthermore, we have seen multiple transactions of all structures and can be a significant assistance in creating the transaction structure and formalizing it in an LOI.
We will also coordinate and manage interactions between lawyers on both sides by working closely with our counter-parts with what will likely be private equity investors or large strategic buyers.
Employ the best of the best and assure that they work as a team. Your investment banker and M&A lawyer are a team, working for you.
Debt and Equity Security Placements
If we deem the opportunity compelling, Mensura will guide clients through debt and equity placements. Our long-standing relationships within the capital markets offer unique access to multiple sources of capital. Mensura offers specialized investment banking services for privately held middle market companies by acting as the agent in private debt and equity securities offerings. Mensura Securities, LLC is a FINRA-member broker dealer and is able to offer securities in private placements in all 50 states. (http://www.finra.org/)
Our private placement memorandum (PPM) development process ensures the legality, quality, and effectiveness of private capital placement efforts. As opposed to most sell-side engagements, where the marketplace sets the terms through negotiation; in the case of a private placement, we work with our clients in setting the offering terms.