Welcome to the second post in our series about proprietary transaction databases for corporate deal advisors. Whether you are an investment banker, M&A lawyer, or tax accountant proprietary data is differentiating the offering and quality of professional service providers. Creating a proprietary database can put your ahead of (or on par!) with your competition. Our first post provided an introduction to databases for M&A professionals. In this post we provide an outline of what to include in your M&A database to better advise customers and market the experience of your firm.

Getting started

Who will be using this information?

Before creating a deal database for your firm it is important to understand how the information will be used. In a well organized database with restrictive user-permissions deal information is useful for three functions of a transaction advisory firm:

  1. Front office – Deal makers can use the database to search for comparable transactions and advise on “market” terms and conditions for their most recent deals.
  2. Marketing – Business development and marketing teams can document deals to tombstones, easily submit information to league tables, and prepare differentiated analytical content to demonstrate firm experience.
  3. Operations – Executives benefit from implementing a comprehensive deal database by creating a standard operating procedure to capture firm intellectual property (experience) (important in high turnover industries like banking), while collecting data on human capital allocation, the risk and reward nature of advisory deal-making, and who are the repeat customers of your services!

We will be releasing separate blog posts providing examples of how Front office and Marketing teams can use a proprietary transaction database and we have already written about 10 examples of how our customers use their proprietary database to better run their advisory business.

Start with a deal template

The quickest way to start a database of deals advised by your firm is to export all available fields for the deals your team has submitted to a league table provider (assuming your firm has a subscription to MergerMarket, S&P CapitalIQ, Pitchbook). This will give you a list of transactions advised to start with. Next, download our deal database excel template from your Pitchly trial account and either: transfer the data to our template or recreate the input restrictions we have provided in the template. Now, you are ready to expand the public information from a league table provider to include your proprietary insights – which is the really valuable information for advisors.

Proprietary fields

It goes without saying that the more detailed information you can store about a completed transaction the better. It is important to store information that can better advise clients and that differentiates your firm in the marketplace. The following basic information about the participants of a transaction can be obtained from any public league table provider, these fields will important should be the first layer of your proprietary database:

  • Parties (Buyer, Target, Lead investor, Co-investor(s), Underwriter, Issuer)
  • Industry and sub-industry of client party
  • Start date, close date, announce date, rumour date of transaction
  • Long form description of transaction
  • Deal value
  • Details about the various components of the deal (debt, equity, earn-out)

These data points are important but they are commonly available in paid top-down database providers such as MergerMarket, CapitalIQ, Thomson Reuters, Bloomberg, Pitchbook. The real value for your clients comes from storing proprietary transaction information such as:

  1. how the company was sold and the marketing process;
  2. financial position of the company;
  3. the buyers contacted and their feedback; and
  4. the unique commercial and legal terms of the deal.

Transaction advisors can use this information to better advise clients about the current market conditions of M&A and provide quantitative evidence about their specific transaction experience advising comparable companies on process, valuation and deal terms.

Marketing Process

The marketing process is determined by the investment banking team on the sell-side (representing the shareholders wishing to sell the company). The buy-side team (representing the shareholders wishing to purchase the company) will be provided a process letter which includes specific instructions about the type of process being run. The most common process is an Auction, where the sell-side banker distributes an initial “teaser” to a wide range of prospective buyers. This is followed by a series of stages until closing. The first chart shows the number of parties (companies) involved at each stage and the right-hand chart displays the number of days in each stage. This information is very useful to demonstrate to prospective clients the comprehensive process your firm runs and expectations on a closing date. We recommend capturing the following fields about the marketing process:

  • Approach: Broad auction, Narrow auction, Known parties, Narrow strategic, Single party negotiation
  • Number of parties initially approached (categorized as strategic, private equity/venture capital, other)
  • Number of parties (by category) that progressed through each of the various stages for the selected Approach.
  • Beginning and ending date of each stage of the process.

The two charts below provide a visual display of the information listed above. The chart on the left provides a breakdown of the numbers of parties progressed to each stage in a typical M&A sell-side Auction process, while the chart on the right-hand side displays the number of days the total transaction took from beginning to end and the numbers of days elapsed during each stage. These charts can display the experience of a single transaction or the averages from a basket of comparable transactions and are best presented in a pitch book to a prospective client to set expectations on timing and provide examples of the various Marketing approaches that can be taken.

Financials

Sophisticated shareholders are always interested in the current valuation of the business. We recommend capturing the following financial information for each deal advised by your firm for the prior financial year, current financial year projection, and future year projection:

  • Revenue
  • Gross profit
  • EBITDA
  • Adjusted EBITDA with commentary
  • EBIT
  • Adjusted EBIT with commentary
  • Free cash flow with commentary
  • Net income
  • Gross debt
  • Cash
  • Owners earnings and distributions
  • Value of equity
  • Value of debt
  • Value of other non-operational assets included
  • Enterprise value

Capturing detailed financial information about companies you have successfully advised provides an important historical benchmark to reference when speaking to clients. Corporate finance practitioners and investment bankers often provide an estimate of the market value of a business before and during their engagement period. By accessing a historical database containing transaction multiples you can provide clients a realistic and researched approaches to valuing their business that differentiates your firm from other advisors using public market comparables and incomplete information about comparable transactions from Capital IQ and MergerMarket.

Structure

A key determinant of deal value is the structure put in place by the acquirer/investor. The following fields help capture unique structure considerations that affect the value at which a buyer is willing to purchase the asset and a seller is willing to sell an interest in the asset for.

  • Stock type
  • Debt type
  • Liquidation presence
  • Participation
  • Seniority
  • PIK
  • Warrents
  • Ratchets
Deal terms

An accurate database of past legal and commercial deal terms can provide an advisor with powerful evidence of the “market terms” they have experienced in the last six to twelve months. This is important for legal and M&A advisors in negotiating binding offers before going to a purchase agreement and is often determined by who screams the loudest in a negotiation. A proprietary database can help you scream “that is not market in our experience!”. The following deal terms should be captured as proprietary insights:

  • Working capital mechanism
  • Escrow amount relative to deal size, effective period of time and terms of release
  • Indemnification provisions and carve-outs
Documents

A good database should contain all information and work product assets for each transaction. We recommend storing the following documents to each deal in the database.

  • Buyer list
  • Valuation workbook
  • Flyer
  • CIM
  • LOI template provided by sell-side advisor

These documents are most valuable for current team members working on a deal that is comparable a past deal. Team members can quickly find these documents and use them as a template to update to use in the current M&A process. Significant time is invested in creating a valuation workbook and buyer list for each M&A process. Accessing these items from past comparable transactions will save your deal team time that can be better spent expanding and refining the materials specific to the client.

Conclusion

A proprietary database can provide transaction advisors a distinct advantage from their competitors when marketing their experience and negotiating terms for their clients. After reading this if you are not interested in implementing a proprietary database at your firm, the next time you hear of one it might be sitting across the table from you in a transaction negotiation!

About Pitchly

Pitchly is a transaction database for advisory professionals to record and share deal intelligence and tombstones easily. Professional service firms use Pitchly to record information about transactions they advise to better advise and market to clients. Pitchly makes it easy to distribute, audit and manipulate this information while automating transaction tombstones to market firm experience easily. Customers can migrate an existing proprietary database or create a new proprietary deal database in minutes. Sign up for a trial account or request a demo now!

 

Leave a Reply

Your email address will not be published. Required fields are marked *