M&A Talk Podcast

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Home Podcast The Acquisition Process

The Acquisition Process

Brian McCabe

VP of M&A for Allied Universal, an $18 Billion Company

Brian McCabe joins us in a discussion about the intricacies of the acquisition process and the fact that size does not always matter when it comes to acquisitions. Drawing on his experience with buy-side and sell-side financial advisory services, this in-depth conversation ranges from insights into what goes into an acquisition strategy, to suggestions on implementing it, how to avoid common mistakes that owners make, and details about due diligence. No matter the size of your business, this episode will give you valuable information about the acquisition process.

Guest Profile

Brian is a member of Allied Universal’s global M&A department, focused on identifying global deal strategies and opportunities within the company’s manned guarding, security technology integration, facilities management, and related segments. Brian has provided buy-side and sell-side financial advisory services to strategic and private equity buyers for deals ranging in size from $50 million to $6 billion and industries including A&D, industrial manufacturing and business services, consumer products, and select technology platforms. Prior to Allied Universal, Brian spent 12.5 years with PwC, the last five as a financial diligence director and leader in the firm’s Private Equity M&A practice based in NYC.

Company: Allied Universal
Location: Irvine, California
LinkedIn: www.linkedin.com/in/brian-mccabe-07aaa880/
Website: www.aus.com
Phone: (646) 872-7536
Email: mccabebr@gmail.com

Topics Covered

What is a tuck-in acquisition? [5:30]
Is inorganic growth limited to M&A? [6:40]
How do you differentiate yourself from other corporate acquirers? [7:50]
How large is your M&A team? [10:00]
International acquisitions [11:00]
What size companies do you acquire? [13:40]
What is the biggest challenge in acquiring companies and running an M&A department? [15:40]
What is the most common mistake business owners make when they are approached by a corporate acquirer? [17:50]
Where does the acquisition process start for the purchaser? [21:14]
Who is involved in the acquisition strategy sessions? [23:50]
What is the next step after forming an acquisition strategy? [26:20]
How do you screen potential acquisitions? [31:20]
How do you obtain information from an owner if they haven’t prepared an offering memorandum? [33:00]
When is a non-disclosure agreement signed? [34:20]
What is your advice to business owners who are approached by a competitor to buy their business? [34:50]
What is your advice to investment bankers as a corporate acquirer? [37:00]
What documents do you need to see before you submit a letter of intent? [38:20]
Do you ask for normalized financial statements from the owner? [40:00]
What is the biggest mistake owners make when negotiating with a corporate buyer? [40:30]
What is your advice to business owners on preparing their business for sale? [44:25]
What are common stumbling blocks at the stage of signing the non-disclosure agreement? [46:00]
What is the next step after analyzing the initial information? [46:50]
How many meetings are required before submitting a letter of intent? [48:25]
Who is involved in the transaction on both sides? [49:30]
How often is their attorney and CPA involved in the preliminary stages? [50:50]
What is your process for preparing and presenting an LOI? [52:20]
What percentage of letters of intent end up closing? [55:40]
What’s a typical transaction structure? [56:45]
Do you prefer to buy the real estate? [57:30]
Majority vs. minority transactions [58:50]
Stock as a form of consideration [1:00:00]
How important is the team? [1:04:30]
How important is exclusivity? [1:05:50]
What happens during due diligence and how long does it last? [1:08:30]
Who is involved in due diligence on both sides? [1:09:45]
How much do you spend on conducting due diligence? [1:11:15]
What is the biggest mistake business owners make during due diligence? [1:13:40]
What is your typical time frame for due diligence? [1:15:55]
Do you need to prepare for due diligence? [1:16:30]
What happens between due diligence and the closing? [1:18:15]
When do you start preparing the purchase agreement? [1:19:55]
Who prepares the purchase agreement? [1:20:20]
What is your advice to business owners for negotiating the purchase agreement? [1:21:30]
Does an attorney need M&A experience? [1:23:00]
When do the employees find out about the sale? [1:26:10]
How emotional is the M&A process for the business owner? [1:27:00]
When can the owner expect to fully walk away? [1:30:00]

Learn More

Resources Mentioned

American Bar Association M&A Deal Points Studies

A Roadmap to the Successful Sale of Your Business (152 pages)

You could spend a lifetime figuring out how to successfully sell your business and still end up confused or clueless. What if you can stop the guesswork and start taking action now?

Download PDF 3.55 MB