Strategic Acquisitions, Mergers and Strategic Alliances

The managing director of BDA, James Eckles, has established multiple strategic alliances over the past 20 years while an employee of multinational companies and later as an independent advisor.  BDA is a member of the Alliance of Merger and Acquisition Advisors and Mr. Eckles is a certified merger and acquisition advisor (CM&AA).  BDA will work on behalf of its clients to assess the viability of growth through third party deals and to determine what deal structure, e.g., JV, collaboration or acquisition, is most sensible.  We strongly believe that partnerships and acquisitions should be consistent and support the strategic objectives of the company.  BDA will assist in identifying deal options and will lead the process to ensure favorable terms.   BDA will also prepare post-acquisition operating plans and manage the integration process.

BDA is able to provide valuation services from its associates and can also recommend accounting firms and attorneys for diligence and contracts.  BDA will lead the deal process and can lower over-all acquisition costs.  We do not provide legal or tax advice, but we have advisors that can do this for our clients.

On acquisitions, BDA works exclusively in the lower middle market segments ($5.0M to $150M in company revenue).  We do work with publically-traded companies on strategic acquisitions, Management Buy-outs (MBOs) and spin-outs (LBOs, MBIs, corporate ventures), but we only work on acquisitions of privately-held entities.

Fee Structure

Deal Basis

BDA normally collects a fee that is based on the total deal value of the transaction, once the transaction is completed.  This percentage is lower as the deal value increases (referred to in the industry as the “double Lehman formula” (http://en.wikipedia.org/wiki/Lehman_Formula).  Consistent with the industry, BDA also collects upfront fees to fund early activities.  This can be in a lump sum or this can be paid out on a modest per diem basis as costs are incurred.  This will be agreed as part of the initial contract and BDA is open to finding the payment structure that will work for the client.  

Per Diem Basis

In some cases it may be preferred that BDA be paid solely on a per diem basis for actual time spent on the project.  The per diem fee is generally $2,500.00 per day and may be higher in some circumstances.  This would be agreed as part of the initial representation agreement.

Project Examples:

1. BDA assisted a major German chemical company in negotiating the purchase of the assets of a leading genotyping business.
2. BDA assisted a client in India to identify and negotiate the purchase of a multinational dietary supplement company.
3. BDA assisted a US early-stage manufacturing company to negotiate the buy-out of its major competitor.

Corporate Spin-outs, Divestments and MBOs

Our corporate clients can often benefit strategically and financially by allowing technologies or business units to be established as stand-alone entities.  BDA can assist your business in determining whether a technology or business might create more value as an independent entity and how to achieve this efficiently.  The development of an entrepreneurial business often requires independence from the confines of corporate culture for success and the business spin-out can also reduce corporate risks while attracting independent sources of financing.  Organizing a Management Buy-Out (MBO) can often be an attractive way for corporations to handle divestments and staff reductions.

Fee Structure

These would be the same as Strategic Acquisitions, Mergers and Alliances, above.

Project Examples

• BDA assisted a major multinational home and personal care consumer product company to establish a new entity to develop a technology in industries outside of their strategic interest.