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Mergers and Acquisitions: When TALG is the Right Fit

There are a few things to consider in evaluating whether TALG is the right fit for a client in a mergers and acquisitions deal. The first thing we look at is the experience of the client, the expectations of the client. We spend a lot of time before we engage.

We take time to understand our clients’ objectives and goals. This way, we make sure that they align with what we can offer them.

Often times we will tell the client that an M&A may not be appropriate for that client. Something else, another structure, of an acquisition or divestiture would be appropriate. This is why we like to understand our clients’ needs. We spend time discussing it with them before we actually start work in order. This ensures that the relationship’s harmonious and productive. Most important is that this is efficient.

Considerations During Acquisition

There are some considerations when someone approaches you about mergers and acquisitions. First of all, getting a proper valuation. How to get a valuation. What are the components there? Is it based on an independent appraisal? Is it based on a price that’s offered to you? Negotiating that valuation is critical. Also negotiating the amount of allowed due diligence in that transaction. A purchaser and a seller are going to have two different perspectives there. A purchaser is going to want as much time as possible to conduct due diligence. Due diligence would mean kicking the tires of the business.

On the other side, a seller will want an expedited due diligence period. This accomplishes the acquisition as soon as possible. This is why figuring out the proper sale price is important. This includes how to negotiate it. It also includes how to come up with a proper valuation. Then negotiating the due diligence aspects of the deal are critical.

Two Big Areas of Mergers and Acquisitions

So, those are the two big areas that a purchaser or seller should have when considering an M&A deal. Here at TALG, in our 14 years of existence, we’ve had a unique array of M&A deals that we handled. One deal involved the acquisition of several skilled nursing facilities by a purchaser. And that was complex because you have a myriad of different regulatory issues. You have state licensing issues. Also, you have HIPAA issues for patient records. Moreover, you have landlord/tenant issues because the facilities were on leased terms. It dealt with uniform commercial code issues. This was because assets were also transferred in that type of deal.

I bring up that type of deal because if you can sell assets in the healthcare world, you can sell assets anywhere. If you can buy assets in the healthcare world, you can buy assets anywhere. So, we’ve handled dozens of transactions like that. Each transaction has its own unique set of challenges and benefits.