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Guide to Working with M&A Intermediaries
A buyer’s Perspective
By J. Terrence Greve
 

The most important source of acquisition candidates for buyers, whether they are just beginning or have been at it for years, are professional intermediaries who make their living by linking up buyer and sellers in corporate merger and acquisition transactions.

The most important source of acquisition candidates for buyers, whether they are just beginning or have been at it for years, are professional intermediaries who make their living by linking up buyers and sellers in corporate merger and acquisition transactions. These individuals and firms provide a vital service to buyers by searching out those firms that are truly sale candidates. This is no small task since, at any given point in time, only a small percentage of companies are for sale.

Since M&A intermediaries dominate a large majority of the seller relationships, any meaningful effort by a buyer to generate deal flow must have its cornerstone and intensive effort to establish an effective network of these key players. To ignore them would result in a very limited selection of acquisition opportunities. Because of their importance, this booklet discusses in detail the major issues behind effective intermediary relationships.

The Intermediary Community

More than 17,000 individuals in the U.S. function as intermediaries, or middlemen, linking buyers and sellers of businesses. About 95 percent of the professional intermediaries are small business opportunity brokers who focus primarily upon smaller local deals. The other 5 percent are more sophisticated and participate in larger transactions on a regional, national, or even international basis.

Although the latter represents only a small proportion of the total intermediary community, they dominate the merger and acquisition activity involving so called "middle market" companies (those with a purchase price of $5 million to $100 million). Therefore, it is important for any corporate or private buyers who seek acquisition candidates of middle market companies to understand who these major players are and how they function.

The more sophisticated M&A intermediaries can be broadly classified into there major groups: (1) large, full service investment banking firm; (2) commercial bank affiliates; and (3) smaller "independent" firms.

Investment Banking Firms. Investment Banking Firms. These notorious dealmakers tend to work exclusively with large corporate clients and a select group of active private buyers. In recent years, the "top bracket" investment banking houses have also taken a more active role as principal or major source of equity financing for buyouts and acquisitions.

Most major investment banking firms have M&A departments that generate fee income solely from merger and acquisition transactions. This activity is a logical extension of their other corporate finance services such as underwriting new securities and arranging private placements of debt and equity. Intermediaries affiliated with investment banking houses are highly sophisticated and generally focus on larger transactions with purchase prices in excess of $50 million.

In recent years this class of intermediary has increasingly utilized the so-called "investment bankers auction" as a method of brokering deals. This approach is designed to maximize the selling price for the client (the seller) by selectively exposing acquisition prospects to a relatively small number of qualified buyers. These buyers are invited to submit sealed bids, and the ultimate "winner" is the selected on the basis of price, terms and ability to perform.

Unless a buyer has an excellent track record involving larger corporate transactions, it is unlikely that he or she will generate any meaningful deal flow from this type of professional intermediary.

A possible exception to the tendency of full service investment banking houses to work only with larger clients is the case of regional firms. Because they focus on the corporate finance needs of smaller local companies, regional investment bankers are more inclined to work with broader base of buyers.

Commercial Bank Affiliates. Commercial Bank Affiliates. The intermediary and acquisition associated with a commercial bank is a relatively new phenomenon. It is a direct consequence of the rapidly, changing regulatory climate affecting financial institutions in the 1980's. The major impetus for this development is the banks' search for additional sources of revenue, necessitated by the removal of interest rate ceilings on certificates of deposit. At the same time, the Federal Government has taken a more relaxed attitude toward regulatory constraints that had previously drawn a sharper line of distinction between investment banking and commercial banking activities.

The predominant commercial banking players in the merger and acquisition arena are the large money-center banks. To a lesser extent, some regional banks have set up M & A departments. Regardless of size, the primary strength of bank-affiliated M&A intermediaries is the extensive base of customers with whom the bank has a lending or depository relationship. With these established corporate connections, it is much easier for this group of intermediaries to access companies that might be available for sale or looking to make acquisitions.

Although the banks have made a strong effort to capture some of the larger deals from traditional investment bankers, this has been a slow and difficult process. Long-standing relationships between investment bankers and their corporate clients have proven to be a formidable barrier for the banks to penetrate. As a result, banks have tended to focus their M&A activities more on middle market companies with whom there is an existing banking relationship.

Independent M&A Intermediaries. Independent M&A Intermediaries. Numerically speaking, the majority of intermediaries who deal with mergers and acquisitions involving small or middle-sized companies are the so-called "independent" firms. These range form "one-man shops" to firms comprised of a dozen or more experienced professionals. These individuals may have previously decided, personal and financial reasons, to set up their own firms. In recent years, an increasing number of retired corporate executives have also been lured into M&A field by the prospect of large fees and occupational independence.

Independent M&A intermediaries, because of their larger numbers, handle the bulk of the transactions involving privately owned middle market companies. Although they also maintain client relationships with the large multi-national corporations, it is primarily in regard to the company's needs as a buyer. As was previously stated, the large investment banking firms usually handle the "sell side" involving major corporations, including most divestitures.

Depending upon his or her level of experience, the independent intermediary may be more inclined to work with a broader spectrum of buyers. And unlike his large investment banking and commercial banking counterpart, some will work as a pure "finder" rather than an exclusive agent of either the seller or buyer. This will be discussed later in greater detail.

Services Provided

By definition, the primary function of an M&A intermediary, whether it is a large investment banking firm or a one-person operation, is to identify and qualify buyers and sellers, and ultimately bring them together in a successful transaction. However, depending upon the size of the firm and the experience of the professionals, M&A intermediaries may also provide a number of other services which are related to the merger and acquisition process. These included:

Strategic Planning and Consulting. Strategic Planning and Consulting. Some intermediaries, particularly those with a corporate background, are experienced in the strategic planning process and provide such services to buyers and sellers with respect to their acquisition plans.

Valuations. Valuations. An integral part of any acquisition is the valuation of the Target Company. In some cases, the intermediary will include a valuation of the company he is representing as part of his overall service. In other situations, the M&A intermediary will render an independent opinion of value for a company or an ESOP for which he is paid a negotiated fee.

Fairness Opinions. Fairness Opinions. Closely related to valuation is an opinion that a proposed transaction is fair to selling shareholders. Fairness opinions often used in LBO transactions to minimize director liabilities to selling shareholders.

Financing. Financing. Some M&A intermediaries have both the expertise and essential contacts to assist in the financing of leveraged buyout transactions. If there is active involvement in the financing process, the intermediary will usually charge an additional financing fee.

In screening intermediary firms, buyers should ascertain what additional services, if any, will be required and select the firm(s), which have those designated capabilities.

Fee Arrangements

While separate fees are often charged for the foregoing ancillary services, the intermediary's primary source of compensation is the commission, or as it is sometimes euphemistically called, the "success fee." It is paid only if and when the transaction is completed.

For many years, the generally accepted standard for computing the intermediary's commission has been the so-called "Lehman formula." This formula prescribes a fee equal to 5 percent of the first million dollars in purchase price, 4 percent on the second, 3 percent on the third, 2 percent on the fourth, and 1 percent on the purchase price in excess of $4 million.

Although the Lehman (or 5-4-3-2-1) formula is still widely used today by many firms, a number of variations of the formula--and even some new creative approaches to fee structure--have become more prevalent. Among the reasons cited by intermediaries who no longer use the straight Lehman formula are (1) it does not adequately compensate for smaller deals, and (2) the incentive to get the seller a higher price is diminished.

Variations on the Lehman Theme. Variations on the Lehman Theme. The variations of the straight Lehman formula are based upon are the above perceived shortcomings. One approach has been to increase the percentages on smaller deals. (e.g., a 7-6-5-4-3 formula on deals under $5 million in purchase price.) Another modification is to apply the percentages to larger dollar increments, e.g., 5 percent of the first $2 million, 4 percent of the next $2 million, etc. Some firms have even gone so far as to use a "double Lehman," or 10-8-6-4-2 formula for smaller deals.

Some intermediaries have used novel approaches to create more incentive to generate a higher price for the seller. One such method is to use the so-called "reverse Lehman" or 1-2-3-4-5 formula. Using this approach, the higher percentages would apply to those increments of the purchase price in excess of the seller's expectations. A similar approach is to charge a smaller fee, say 2 percent, on the book value and a higher amount, say 8 percent, on any premium over book value. These fee structures strongly incentivize the intermediary to generate the highest price for the seller. Obviously, they must be custom designed to fit the requirements on any given transaction.

In very large transactions, fee arrangements between investment bankers and sellers are based upon a substantial retainer ($50,000 to $100,000) plus a smaller success fee (1 to 2 percent) because of the size of the deals. It has been well publicized that these fees, in spite of the smaller percentages, can reach monumental proportions.

Cash Only, Please. Cash Only, Please. The intermediary almost always demands to be paid in cash at closing. This may cause a problem for sellers who take back notes for a large portion of the purchase price. For smaller deals there is sometimes very little cash left for the seller after the intermediary fees are paid. In these cases the seller will often insist that the fees be paid "in kind," that is, in the same manner that the seller receives his proceeds. For this reason, intermediaries may have a natural aversion to leveraged acquisitions, in which the seller finances a portion of the deal with purchase money notes.

Some intermediaries, particularly those who have been active for a while and are not in dire need of cash, may be more flexible regarding deferred fee arrangements. In fact, some may be willing to take an equity interest in the target company in lieu of their fee if it is paid by the buyer.

Who Pays the Fee? Who Pays the Fee? This subject will be discussed in greater detail in the next section. But when discussing intermediary fees, it is always important to keep the following points in mind:

The seller customarily pays the fee, but there are cases where they will not. In these situations the buyer must agree to pay the fee or he won’t see the deal.

If the buyer must pay the fee, he should merely add this amount to the purchase price in his feasibility analysis. If the deal is priced too high with the fee, it won’t be done and the fee will not be paid. In reality, few deals are rendered infeasible because a fee must be added to the seller’s asking price.

Although there are specific guidelines and standards, M&A intermediary fees are negotiable. But they should be negotiated up-front to avoid any feelings of ill will later in the transaction.

All arrangements with an intermediary on fee payment should be in writing to eliminate any misunderstanding or false expectations.

Modes of Operation

Although the intermediary will maintain an inventory of both buyers and sellers, most will follow a specific pattern, or mode of operation, in how he conducts the business of bringing the two together. At the heart of the intermediary conducts his business is who, ultimately, pays his fee. The following are some of the more common approaches used by intermediaries in conducting their business.

Exclusive Seller Representation. Because the number of buyers in the marketplace usually exceeds the number of sellers, the key to the intermediary’s success is the ability to develop an inventory of qualified selling candidates over which he has control. The mechanism preferred by most intermediaries to achieve this is an exclusive arrangement requiring the payment of a fee by the seller if the company is sold. In some cases the intermediary will require a retainer from the seller which is non-refundable, but is credited toward the fee if and when the transaction closes. Exclusive Seller Representation. Because the number of buyers in the marketplace usually exceeds the number of sellers, the key to the intermediary’s success is the ability to develop an inventory of qualified selling candidates over which he has control. The mechanism preferred by most intermediaries to achieve this is an exclusive arrangement requiring the payment of a fee by the seller if the company is sold. In some cases the intermediary will require a retainer from the seller which is non-refundable, but is credited toward the fee if and when the transaction closes. Because the number of buyers in the marketplace usually exceeds the number of sellers, the key to the intermediary’s success is the ability to develop an inventory of qualified selling candidates over which he has control. The mechanism preferred by most intermediaries to achieve this is an exclusive arrangement requiring the payment of a fee by the seller if the company is sold. In some cases the intermediary will require a retainer from the seller which is non-refundable, but is credited toward the fee if and when the transaction closes.

An exclusive agreement with the seller assures the intermediary that he or she will be paid a fee if the company is good, regardless of who it is sold to and who made the initial contact with the buyer. This is important, not only to the intermediary, but also to prospective buyers for two reasons. First, it is a strong indication that the seller is serious and the company is really for sale. Secondly, it means that the buyer will not have to add the payment of intermediary fees to the purchase price and financing requirements in his feasibility analysis.

In cases where the intermediary represents the seller on an exclusive basis, he or she has a clear fiduciary obligation to either the shareholders (in a stock sale) or the target company itself (in an asset sale). He or she is obligated to represent only the seller’s interests and may not collect fees from any other parties to the transaction unless it is disclosed to the seller. The buyer should be aware of these implicit legal obligations of the intermediary.

Exclusive Buyer Representation. Exclusive Buyer Representation. In certain cases, M&A intermediaries will represent buyers on an exclusive basis in conducting an acquisition search. This usually occurs when a corporate acquirer is seeking a highly specific strategic acquisition and lacks the in-house resources to conduct the search. In these situations, the intermediary is almost always paid a retainer which is credited against any future success fees resulting from a completed transaction.

In the absence of a retainer, it makes little sense for either the buyer or the intermediary to work on an exclusive basis. For the buyer, it precludes him from accessing potential deals through other intermediary firms. This can significantly inhibit the search effort. To the intermediary, history has proven that exclusive buyer representation is not the best way to make money. The reason is that the scarce commodity is the seller, not the buyer. (Buyers often outnumber sellers by a factor of 10 to 1.) Therefore, the most effective intermediaries focus their attention on prospective sellers, at least with respect to exclusive relationships.

Non-Exclusive Representation of Buyers and Sellers. In many cases, the owner of a company may truly desire to sell the business, but is unwilling to sign an exclusive agreement with an M&A intermediary to represent him in the sale. He may, however, be willing to assure the intermediary in writing that a fee will be paid if the company is sold to a buyer procured by the intermediary within a prescribed time. Many M&A intermediaries would strongly argue that an unwillingness to grant exclusivity actually diminishes the seller’s chances of receiving the best possible offer. Their rationale is that someone else (the seller or another intermediary) could undermine his efforts to sell the company by approaching others buyers. Because he may invest time and effort with no payoff, the intermediary will be reluctant to make a major commitment to market the company. In many cases, the owner of a company may truly desire to sell the business, but is unwilling to sign an exclusive agreement with an M&A intermediary to represent him in the sale. He may, however, be willing to assure the intermediary in writing that a fee will be paid if the company is sold to a buyer procured by the intermediary within a prescribed time. Many M&A intermediaries would strongly argue that an unwillingness to grant exclusivity actually diminishes the seller’s chances of receiving the best possible offer. Their rationale is that someone else (the seller or another intermediary) could undermine his efforts to sell the company by approaching others buyers. Because he may invest time and effort with no payoff, the intermediary will be reluctant to make a major commitment to market the company.

An even worse scenario (from the intermediary’s standpoint) occurs when the seller refuses to either pay a fee or guarantee payment in writing in the event of a sale. To invest time and effort in such situations is very risky for the intermediary because, at best, there is no written guarantee that a fee will be paid and, at worst, the seller has stated categorically that no fee will be paid. In these cases, the intermediary will almost always seek "fee protection" from prospective buyers, usually in writing, before identifying the acquisition candidates. "Fee protection" letters state, in effect, that "the undersigned (buyer) agrees to pay the intermediary fee if the seller will not."

When the M&A intermediary has no agency relationship with either the seller or buyer he or she is often designated as a "finder." His primary emphasis is on connecting the parties and moving on to the next transaction. Little, if any, effort is expended on conducting a well-planned search for a buyer or seller. Pure "finders" are often preoccupied—even paranoid—about the payment of their success fees, as well they should be. In the absence of a written agreement from either the buyer or seller to pay a fee, the intermediary is often "squeeze" or, in the worst case, ends up with nothing.

Areas of Concern for Intermediaries

The astute buyer must be aware of the major concerns or fears in the mind of the professional intermediary. He should remember that there are several critical questions in the mind of the intermediary in his relationships with both buyers and sellers. Ignorance of, or indifference to, these important issues can only result in a less effective working relationship and, consequently, fewer potential acquisition candidates to evaluate.

"Will My Fee be Paid?" "Will My Fee be Paid?" The payment of a fee in the event of a completed transaction is the primary and overriding concern of the professional intermediary. An intermediary usually avoids all situations and all buyers where his ability to collect the fee is questionable. A buyer must be extremely sensitive to this reality.

Many buyers, particularly if they are inexperienced in the realities of the merger and acquisition game, have great deal of difficulty with the "large fees" paid to intermediaries. What they fail to realize is that it takes substantial time and effort to dig out, qualified and nurtures those sellers who are true sellers. For each transaction that closes the intermediary will have dealt with more than 100 that do not. Some of these "dead end trips" are expensive and time consuming for which there is zero compensation. Thus, when the intermediary is paid a fee which seems out of proportion to his efforts, it must be remembered that this makes up for all the times he was not paid.

It is important for all serious buyers to accept the fact that the intermediary earns his fee, even if it appears that he or she doesn't. The buyer must also be willing to offer "fee protection" to the intermediary if the seller will not. And he or she must avoid, at all cost, "chiseling" on any fees he or she agreed to pay. With these policies, he or she will achieve their primary objective: see more potential acquisition opportunities.

2."Is This Buyer Qualified?" 2."Is This Buyer Qualified?" Because the intermediary most often represents the seller, one, of their most important functions is to select only the most qualified buyers for his client. Therefore, if the intermediary is doing his or her job properly, he or she will carefully screen out those buyers who will not be able to complete the transaction. Remember the intermediary gets most, if not all, of his payroll only when the company is sold.

To the intermediary, the "most qualified" buyers are those who (1) are willing to pay the seller’s asking price (preferably in cash), (2) have a track record of prior acquisitions, (3) have a bona fide strategic reason for buying the company, and (4) have the necessary financial resources to close the deal. It is important to remember that the intermediary only has so many "trips to the well." In other words he can expose only a limited number of prospective buyers to the seller. If he presents unqualified buyers, he not only wastes everyone’s time, but also loses credibility with his client (usually the seller).

To avoid these problems the truly professional intermediary carefully interviews prospective buyers with detailed questions to ascertain their qualifications. These include:

  • 1) How many acquisitions have you (or your firm) closed with the last two years?
  • 2) What was your last transaction and when did it close?
  • 3) Why are you interested in this particular deal? (If the buyer is inquiring on a specific company.)
  • 4) What are your (or your firm’s) financial resources? (Be prepared to send an annual report, financial statements or provide bank references.)
  • 5) How fast can you (your firm) move?

The buyer should not be intimidated or offended by such questions. By asking them, the intermediary is only doing their job. In fact, if there is no attempt to qualify the buyer, it is a good sign that the intermediary is either competent or incompetent. The buyer should be prepared for such questions and attempt to put his best foot forward. They should remember that, at this stage, it is a marketing game: they must sell the intermediary that he is a qualified buyer, one who can—and will—close the deal.

But what if the buyer is new, has yet to close a deal and has limited financial resources? Makes no mistake about it: it’s going to be a more difficult undertaking. New buyers are competing with other more experienced and well-heeled buyers. It will be tougher to get the attention of the intermediary community and gain access to sellers. But the key is to accentuate the positives. In the absence of an acquisition tack record, a buyer must emphasize his or her operational or financial skills and how they relate to specific targets. If a person lacks financial resources, strong working relationships with institutional financing sources must be developed to establish credibility.

3. "Is This a Leveraged Buyer?" 3. "Is This a Leveraged Buyer?" It was previously mentioned that leveraged buyout may cause problems for the intermediary because the seller may be asked to finance a portion of the transaction with purchase money notes. This is distasteful not only to the seller, because they get less cash, but possibly to the intermediary, because he may be asked to take his fee "in kind" (i.e., some cash/some notes). But there is a more fundamental reason why both the seller and the intermediary look with some disdain upon LBO transactions: they are more complex and take longer to close. Because there are more parties to the transaction (third party lenders, investors and their lawyers), there is a greater chance of something going wrong.

Aside form this problem, it is a fact of life that leveraged buyers usually cannot pay as much for a quality business as an operating company which is making a strategic acquisition when both are competing for the same deal. The leveraged buyer is limited to what they can pay by the ability of the target’s cash flow to service the acquisition debt. And, although the corporate buyer also has return on capital constraints, it may be able to "reach" on price because of the operational synergies of combining the two entities. The relative disadvantage of the leveraged buyer may increase with the 1986 tax reform, which reduces the after-tax value of debt financing.

Does this mean that the intermediary will not respond to the leveraged buyer? Absolutely not! In spite of the foregoing disadvantages, the leveraged buyer usually has an important advantage over the corporate buyer: they are more entrepreneurial and not entwined by massive corporate bureaucracy. As a result, they are often more motivated and able to react very quickly to opportunities. The key is how much control he has over his financing sources.

The bottom line is that the leveraged buyer must first realize his or her strengthens and weaknesses. They must offset their limitations with the ability to move quickly with controlled sources of capital. While they may not want to flaunt his status as a leveraged buyer, he shouldn’t be ashamed of it either.

"Will This Buyer Maintain Confidentiality?" "Will This Buyer Maintain Confidentiality?" In dealing with intermediaries there are other unwritten codes of conduct, which the buyer must observe if he wants to get optimum results. This first involves confidentiality of information received on a specific company. In many cases, the employees, customers and suppliers of the company are unaware that the company is for sale, word quickly gets around and directly reflects on the intermediary. Most buyers respect confidentiality while they are actively looking at the deal. After their interest in the target ceases, however, some are more inclined to breach confidences. This is insensitive to the needs of both the seller and the intermediary.

Such indiscriminate disregard for maintaining confidentiality will surely result in a termination of any working relationship with the intermediary and, if it continues, a bad reputation in the entire M&A community.

Confidentiality is also important with regard to any financial data submitted on the target company. To minimize the unauthorized dissemination of financial data, many intermediary firms will require the buyer to sign a legally binding "confidentiality agreement," which prohibits the buyer from disclosing the information to anyone outside of its organization. If, however, the intermediary has any reason to doubt the integrity of a buyer with regard to maintaining confidentiality, they would not provide it, in spite of the buyer’s willingness to sign any "agreement." The buyer should assure the intermediary of his intention to maintain confidentiality. He should also be sensitive to these issues when performing his "due diligence" and respect confidentiality among employees, customers, suppliers, and competitors.

Establishing Relationships with Intermediaries

Establishing effective working relationships with M&A intermediaries is not an event, but a process. The extent of the process will depend upon the goals of the buyer (or seller). If the objective is just to buy (or sell) one company, the process will be relatively short; it will last only until the mission is accomplished. On the other hand, if the buyer is continuously active in the market, the process of establishing and maintaining intermediary relationships never ends. There is an on-going search for deals and the people that dig them out.

There are two ways of making initial contact with an M&A intermediary. One is for a buyer to approach them on the basis of his general acquisition criteria in an effort to elicit their cooperation. One must remember that there are many more buyers than sellers, so the intermediary’s reception to a "cold call" may not be very warm. A buyer must get his attention and differentiate himself from the hundreds of other nameless, faceless buyers with whom he is competing (at least for the attention and interest of the intermediary). Most important, he must quickly convince the intermediary that he is a "real" buyer—one who has the ability to close a deal.

An excellent source of intermediary contacts is The Directory of Merger & Acquisition Intermediaries, published by Business Publications, Inc. This publication lists over 300 of the nation’s top M&A intermediary firms and their principal contacts. In addition, it describes their "mode of operation," fee structures and other valuable information of each firm. These firms can be contacted by letter describing the buyer’s acquisition criteria. But for maximum effectiveness, it should be followed up with a telephone call or, preferably, a personal visit.

The problem with the above method of approaching M&A intermediaries is that everyone else does it that way. Therefore, it is difficult to capture the intermediary’s initial attention, much less have him remember specific needs a month or two in the future. There is a better way. That is for buyer to contact an intermediary on a specific deal that (a) he or she (the intermediary) is representing the seller, and (b) that fits the buyers’ acquisition criteria. By doing so the buyer will immediately focus the intermediary’s attention on a specific company with which they are familiar. This approach will not eliminate the necessary qualification process; a buyer must still prove himself as a qualified player. But it provides a much better opportunity to establish credibility and, at the same time, pursue a specific acquisition candidate.

Where can buyers find these acquisition candidates and the intermediaries who control them? The best source available is The Acquisition Mart, also published by Business Publications, Inc. It is a monthly newsletter that contains over 50 new companies for sale in each issue and the intermediaries to contact for further information. It puts buyers in direct contact with the leading active intermediaries on specific acquisition candidates. The company also publishes The Acquisition Mart in electronic form on a floppy disk for use on IBM compatible computers. This product (DealBase) enables buyers to conduct selective searches for acquisition candidates that meet their specific criteria.

Maintaining Momentum

Once the initial contact is made, a buyer must maintain momentum to have any chance to establish an effective working relationship with the intermediary. If he or she has merely made general contact regarding criteria, this should be followed up, preferably in person, at a later date. There should be a continuous effort by the buyer to re-contact the intermediary to remind him of the active interest as well as the specific acquisition criteria. The "squeaky wheel" approach works in generating deal flow just as it does in other endeavors.

If initial contact was made regarding a specific deal, the buyer should get a commitment from the intermediary to "send a package," i.e., a more detailed description of the company along with pertinent financial information. Upon receipt of the package, it should be reviewed promptly and the intermediary should be called back. The purpose of the call may be to (a) ask for more information, (b) arrangement to move forward and take the next step, or (c) explain why there is no interest in pursuing the deal.

The worst thing that a buyer can do is to not respond at all. "No action" substantially diminishes the chance that he will see another deal from that intermediary in the future. The investment of time in establishing this relationship will go down the drain.

Most important, the buyer should not get discouraged. He must always keep in mind that this effort is a search for the right intermediaries and ultimately, the right deal. Like any search, there will be a blind alley here and there and some disappointments. Not all intermediaries will welcome new buyers with open arms. Some won’t even respond. But buyers who persist will eventually establish relationships with a handful of intermediaries who are a vital link with that elusive "right deal."

Helpful Hints

The process of establishing and maintaining effective working relationships with M&A intermediaries does not happen overnight. It takes time, effort and persistence. It also takes an intelligent approach and obedience to some "rules of the game." Here are some proven hints to make the "hunt" for an acquisition easier.

  • Intermediaries earn their fees, even though it may not appear that they do. (If you doubt this, try making a living at if for a while; you may get hungry before you get rich!)
  • Intermediaries are paranoid about getting paid their fee. (If you were "squeezed" as much as they are, you would too!) Ease their mind by giving "fee protection" if the seller will not.
  • Remember that a "good deal" is always the scarce commodity and buyers are usually plentiful. Therefore, don’t expect the intermediary to celebrate your initial call.
  • The buyer’s primary task is to convince the intermediary that he is a "real" buyer, i.e., one who can and will close a transaction.
  • For long-term success honor your commitments to keep sensitive information confidential. (You will be rewarded with more deal flow).
  • Don’t promote yourself as a leveraged buyer, unless you have an excellent grip on your financing sources. (Intermediaries are like the rest of us: they want to keep things simple!)
  • When you receive a "package" on a deal, the worst thing you can do is nothing. Even if the deal is terrible or doesn’t fit," call the intermediary back and tell him why.
  • The best way to increase deal flow is to close a deal. (Nothing succeeds like success!)