consulting Archives • NMS Consulting

Why SPACs Have Become Popular | Insights | NMS Consulting

Arthur Mansourian — Tue, 11 May 2021 09:24:56 +0000

The SPAC structure provides sponsors with great flexibility and few constraints.

Special Purpose Acquisition Companies (SPACs) are publicly traded investment vehicles that raise funds via an IPO in order to complete a future acquisition. They provide private companies with a unique way to access the public markets, while offering investors a way to invest side-by-side with best-in-class sponsors. To start the process, a new company is formed without assets or operations. The company registers with U.S. Securities & Exchange Commission (“SEC”) to offer and sell stock and warrants. The new company will find a targeted operating company to buy using IPO proceeds during a specified time frame, but does not have to specify industry or geographic focus.

Today, many sponsors and investors view SPACs as more intriguing and better alternatives to traditional IPOs. SPACs offer a much simpler IPO process than the traditional method, saving time and on costs. SPACs also give sponsors a lot of flexibility when the time comes to determining what target companies to merge with or acquire. Merger consideration and valuation are set when merger agreements are executed, but repricing may be possible due to market volatility or other reasons. Also, a SPAC may be willing to undertake a transaction with a company that is earlier stage than the typical IPO candidate. SPACs offer certain protections, such as giving an investor the right to withdraw capital, with interest, at the time of a proposed business combination. This provides the investor with a practically riskless free option, and is one of the reasons why SPAC issuances have increased dramatically in recent years, especially starting in 2019.

Furthermore, SPACs offer targets’ shareholders greater certainty in terms of valuation. This gives shareholders the ability to take more money off the table when compared to a traditional IPO, because in the traditional method, underwriters may set an initial price below the market’s actual valuation. Another benefit of SPACs when compared to traditional IPOs is that the timeframe for SPACs from the start of the process through to the closing is much shorter. Traditional IPO timing is typically 12-18 months, while the SPAC process usually does not exceed 6 months.

How NMS Can Help

NMS Consulting advises corporate clients on creating value through SPACs by drawing upon our team’s extensive transactional expertise. Our services for target companies who are seeking to be acquired by a SPAC include:

Preparation for being a public entity (due diligence, financials, tax structuring)
SPAC Sponsor Group identification
Structure negotiation
Internal controls, governance, and review
Addressing regulatory and compliance requirements

Our services for SPAC Sponsor Groups include:

Structure

We advise the Sponsor Group on the most suitable legal entity structure and offering terms. We are also able to help the Sponsor Group in developing and refining their corporate strategy, industry sector analysis and corporate message for both the capital markets and targets. In addition, in certain cases, we are able to make introductions to parties who may provide additional sponsor capital investment and join the Sponsor Group.

Management Team

It is important that the SPAC have a strong management team comprised of professionals with the necessary experience in both the target industry/sector and public markets. If needed, NMSC is able to provide members of its own team to serve on the SPAC management team as part of our interim management services, or introduce qualified individual(s) to supplement the overall team. Target companies may also have a need for an interim management service, to better position themselves for an acquisition.

Key Professionals

We are able to introduce and screen the most qualified professionals taking into consideration track record, availability and costs for the sponsor team. This primarily consists of accountants/auditors, lawyers, insurance providers and investment banks/underwriters/placement agents.

Preparation

Sponsor teams are able to benefit from our expertise in regard to the preparation of all requisite marketing materials, financials preparation, regulatory and corporate governance controls working in conjunction with the SPAC auditor and law firm:

Preparation of the initial SPAC financial statements
Preparation of pro-forma financials and models
Management discussions and analysis (MD&A)
Dilution and capitalization tables for S-1
Drafting for Form 10Qs and 10Ks
Drafting of internal control and review
Drafting of corporate governance program
Assist in drafting and preparing certain sections of the prospectus (legal cost savings)
Preparation of all SPAC sponsor’s marketing for the underwriters and the sponsor investors
Preparation of target landscape analysis

Target Acquisition

NMSC is able to provide comprehensive consulting services to the Sponsor Group for the entire life cycle of the acquisition process.

Target identification and outreach
Due Diligence (Financial, Operational, Regulatory and Technical)
Financial analysis and transaction support to professional service providers
Valuations
Preparation of investor presentations, pro-forma financials, combined financials presentation of proposed business combination

Post-Business Combination

NMSC specializes in providing the following ongoing consulting services to the management team following the completion of the business combination to ensure a seamless transition to ensure success:

Creation of integration strategy and approach to maximize shareholder value
Identification of cost savings/synergies
Organization design for leadership, controls and workforce optimization
Change management
Corporate Governance – Board of Directors, Regulatory and Compliance
Enterprise Resource Planning (ERP)
Digital Transformation
Strategy
Tax Advisory
Interim Management (Financial, Operational, Digital)

Mr. Mansourian has a 12-year track record as both a management consultant and investment banker, advising clients on valuation, capital markets, structured financing, mergers, acquisitions and divestitures and general corporate strategy. Mr. Mansourian served as Vice President while at NMS Capital Advisors, when the company achieved cumulative sales growth of over 5,100% with annual compounded sales growth in excess of 120% from 2012 to 2017. With over $5 billion in completed transactions, the investment bank consistently ranked among the Top 10 investment banks by the Los Angeles Business Journal. Mr. Mansourian holds an MBA from USC’s Marshall School of Business and a Bachelor’s Degree from UCLA, and the CIPP/US certificate from IAPP.

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Uncertainty Over the Infrastructure Package for U.S. Private Equity

Arthur Mansourian — Fri, 20 Aug 2021 10:17:30 +0000

While private equity giants will remain steadfast on their hunt for massive infrastructure projects, an opportunity exists in investing capital into lower-middle-market infrastructure projects and partnering with local governments.

Biden’s biggest legislative victory since taking office. However, it remains an uncertainty if the hundreds of billions raised by US private equity to rebuild the country’s infrastructure will directly benefit from the passing of the bill.

The public-private partnerships that have been created have struggled to gain traction over the past decade as the country’s infrastructure has continued its decline. The 2,700-page Senate bill attempts to address this by directing local and state governments to consider these public-private partnerships. As an example, part of the infrastructure bill requires municipalities seeking federal funding for any project over $750 million to perform a cost analysis on a private partnership. However, the bill does not require that local governments create any public-private partnerships. This could result in the US private equity firms that have raised billions of dollars over the past decade to rebuild the country’s roads, utilities, bridges, and etc., being in a position of limited investment opportunities in which to deploy their capital. With that said, the bill still needs to pass in the House of Representatives before being signed into law.

Without any debt, infrastructure investment is needed in the United States. The country’s infrastructure received a “C-“ grade in 2021 from the American Society of Civil Engineers, with the estimate that it would cost almost $2.6 trillion to implement the necessary repairs and improve to a “B” grade.

Many private equity firms have focused their investment attention to infrastructure deals as they are often immune to volatility experienced by equity or fixed income investments, coupled with the fact that the often multi-decade contracts provide steady returns.

For state and local governments, the decision to partner with private equity is not always obvious. Governments are able to access the $4 trillion municipal bond market for financing, providing them with a greater level of control, and allowing them to keep more of the project profits. However, they are also solely responsible for any cost overages.

Private equity investments in public utilities have not always yielded the anticipated returns for private equity firms either. In 2014, electricity company Energy Future Holdings filed for Chapter 11 bankruptcy protection as a result of its inability to sustain operations due to more than $40 billion in debt. The company was taken private by KKR, TPG, and Goldman Sachs’ private equity arm in 2007, in a deal valued at $45 billion. With these firms losing a combined $8 billion of their invested capital, it was one of the largest leveraged buyouts to ever fail. The Wall Street Journal reported that it was the eighth largest bankruptcy in the history of the United States.

In 2017, Blackstone announced the launch of a $40 billion infrastructure fund, and that the Public Investment Fund of Saudi Arabia would be investing 50% of the fund, or $20 billion. Surprisingly, the Blackstone fund has seen challenges in hitting its capital raise target, having announced in their fourth quarter earnings call of having raised around $14 billion (less than 50% of the target).

While the private equity giants will remain steadfast on their hunt for massive infrastructure projects, there is clearly an opportunity to invest capital into lower-middle-market infrastructure projects and to partner with those smaller local governments.

About the Author

Trevor M. Saliba, Managing Partner and Global Head of Private Equity, M&A and Strategy

Mr. Trevor Saliba is a sought-after strategic advisor to a global client base, working with clients at every stage of the private equity, investment and M&A lifecycle. In addition, his Strategy practice advises clients on post-transaction closing matters related to post-merger and growth strategies. Previously, he also served as Chairman and CEO of NMS Capital Advisors, a subsidiary portfolio company of NMS Capital Group and a Los Angeles based boutique investment banking firm that specialized in mergers and acquisitions, cross border investment transactions, private equity and asset management advisory services to public and private clients throughout the world.

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Trevor M. Saliba Recognized as One of the Most Influential Advisors

Arthur Mansourian — Mon, 06 Jul 2020 17:04:26 +0000

Mr. Saliba is a sought after strategic advisor to a global client base working with them at every stage of the transaction life cycle.

NMS Consulting (“NMSC”) announced today that its Managing Partner, Trevor M. Saliba was recognized by the Los Angeles Business Journal as a “Most Influential Private Equity Advisors” for 2020.

Published in the June 29, 2020 issue, the Los Angeles Business Journal profiled an impressive cross-section of the top private equity investors and advisors in the Los Angeles marketplace who fund or work on deals that shape the local and national economy in its “Leaders of Influence: 2020 Private Equity Investors and Advisors.” Included in the issue are some LA’s most successful private equity and M&A dealmakers, lawyers, accountants, consultants and insurance providers.

As the Managing Partner and Global Head of the Private Equity, M&A and Strategy Practice Groups at NMS Consulting, Mr. Saliba is a sought after strategic advisor to a global client base working with them at every stage of the transaction lifecycle.

“Its an honor to be recognized by the LABJ and included in such an impressive group of individuals” said, Trevor M. Saliba. “At NMS Consulting, we remain singularly focused on our client’s goals in the transaction to create added value throughout the process through completion.

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Trevor M. Saliba Interviewed by Tech Company News | NMS Consulting

Arthur Mansourian — Tue, 07 Jul 2020 09:47:49 +0000

The interview addresses what makes NMS Consulting unique and its plans for the future.

In the most recent interview with our Founder & Managing Partner Trevor Saliba, Tech Company News asks what differentiates NMS Consulting and how we can help your company achieve its goals.

Q: Could you provide our readers with a brief introduction to NMS Consulting?

A: NMS Consulting is a global management consulting firm with a team of more than 150 professionals across 11 offices in the United States, Europe, Asia and the Middle East. The mission of NMS Consulting is to fill the void in the small and medium-sized enterprises (SMEs) and even large firms and conglomerates by bringing “big firm” experience and capabilities but without all the trappings of large global management consulting firms, specifically when it comes to flexibility on size of mandates and pricing. We focus on a core set of services ranging from traditional business transformation, change management, corporate turnaround and restructuring, cybersecurity and digital, tax advisory as well private equity, M&A and Strategy. But additional services also range from marketing, branding, risk management, infrastructure and project finance.

Q: Can you tell us something more about your recent announcement?

A: One of the key initiatives in the firm is the growth of the European presence. We have been able to put this in place with a solid foundation through the acquisition of a UK based management consultancy called MooreFleming. But more importantly, we have brought in its founder, Dr. Harry Moore as a Senior Partner and Head of Europe. Harry is a seasoned leader and a global industry expert in the specialized area of corporate turnaround and restructuring. Under Harry’s leadership, the firm has already started its expansion into Germany with offices in Berlin and Frankfurt.

Q: Who is your ideal client and why?

A: Our ideal client is really any organization that has a need for any of the services we offer as we don’t put restrictions on clients by requiring minimums. Ideally, this would probably fall more to SMEs vs. large corporations as they will always tend to work with large management consulting firms. This isn’t really based on capabilities, but rather perceptions that as a large firm they need a large professional service provider. However, as we do offer a broad array of services, we’ve found that specifically in our core services, we are able to add value and benefit to clients of all sizes. Our team is made up of seasoned professionals who have worked in big global consulting firms and small independents, so they are able to be flexible and agile when addressing a client’s needs which almost always entails considering their budget.

Q: What can we expect from NMS Consulting in next 6 months?

A: We are going to continue recruiting amazing people to our team. We are preparing to open our Paris, France office and we are looking to continue to develop business in the UK with a specific focus on assisting clients in navigating the complexities surrounding Brexit. In the USA, we are continuing to grow in our key markets and may start looking at setting up offices in some select secondary markets. We are also closely watching how the political environment in Hong Kong is affecting the region and what this will mean for both China and Hong Kong based businesses and foreign businesses with Hong Kong as a regional hub.

Q: What’s the best thing about NMS Consulting that people might not know about?

A: It’s our people. We are very lucky to have the caliber of people that we do. The large majority of them come to us having working at one or more of the top ten global management consulting firms and carry professional pedigrees that would grant them entry into any organization. But the ability that this gives us as an organization to provide the highest caliber of technical services with the ability of flexibility and pricing is where the real added value is and benefit for the client. While every organization and client experience comes down to the individuals involved on both sides, clients have often commented that they are pleasantly surprised to see an organization that when working with them has the feel of a boutique but with the end product deliverable being equal to any of the big firms. I find this to be the biggest compliment.

To read the article in its entirety, please click here.

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The Modern ESG Movement

Arthur Mansourian — Mon, 28 Nov 2022 09:07:37 +0000

Traditional methods of establishing a competitive advantage are not sufficient enough. It is more critical than ever that businesses address new realities, evolve with the changing conditions, and deliver effective change to gain a competitive advantage.

In recent years, Environmental, Societal, and Governance (ESG) issues have begun to make more of an impact on companies which increasingly seek to appeal to markets that often emphasize corporations which have shown dedication to these causes. Due to this, the idea that a corporation exists solely as an economic entity has become eclipsed by the conception that companies have an obligation to address ESG issues both in the public, and crucially, within their own company, in matters of procedure, impact, and industry standards.

Due to these factors, an organization must take a look at the fundamental operating procedures we consider, and ask ourselves the hard questions regarding the role and impact our current practices have on ESG issues. Notably, this means that a company will need to work to improve our understanding of the factors which can raise these issues to prominence, as we seek to rectify issues within our company. This includes actions from government entities, which are increasingly concerned with reducing carbon emissions, in addition to private entities such as loan granting institutions who wish to ensure that companies are operating with financial transparency. Another notable factor in the previous year which has expedited these concerns was the 2020 global pandemic, whose long-term economic and societal impact remains to be seen. However, it has made it clear that addressing these concerns is not a task that can be ignored.

As a result of these factors, corporations have begun to formulate a strategy for growth which formulates a cohesive unit, many of which are multifaceted strategies which can be utilized by companies at various stages of ESG development and growth. Regardless of the baseline of a corporation, many of these steps can be applied to increase their understanding and abilities to address these problems.

The Modern Agenda

To address these issues, there are three separate, but related spheres which are together able to improve a corporate structure. They are the following:

Despite the relatively independent nature of these branches, the successful integration of one into the corporate structure should support the integration and success of the others. Additionally, as personnel become more accepting of each approach to addressing ESG issues, the momentum should result in a change of corporate culture, which makes it more likely that future innovations will become more popularized within a company.

● Reimagined Reporting: This model is perhaps the most important for innovation, as non-compliance cannot be known by a company’s management if there is not set standards for how they are reported. This also includes training the employees in the new approach, and what constitutes compliance, or non-compliance with the new procedures.

● Strategic Reinvention: Ideally, the information reporting will serve as a baseline knowledge of the current culture and inclusivity regarding ESG issues. Afterwards, strategic reinvention can be used to develop both general and specific goals and methods of improving the current culture of the organization in order to become better at creating a stable environment, which is better able to develop their methods encouraging ESG inclusivity.

● Business Transformation: This model can be used to encourage the development or revision of business practices to be brought into compliance with initiatives that address ESG issues. Once the reporting process is undertaken, there will need to be a concise set of practical steps which are taken to correct the concerns of those affected. This will primarily take the form of developing systems to begin the process of transforming the business. This includes implementing the strategies which were developed based off of the reported infractions of agents within the company. See Exhibit B, which states the current percentage of executives who report problems with the following issues.

State of ESG Movement

ESG prioritization is rapidly becoming a point of emphasis for governments and organizations, which is a trend that is likely to continue. Both the European Union and the United States have introduced policies and initiatives regarding climate control that are only going to increase the burden on organizations and require more detailed methods of tracking progress. Due to this, it is important for organizations to begin improving their procedures in order to be better situated to function in this changing environment.

Enhancing Measurement

The methods to track ESG issues such as carbon footprints, and financial impact of environment policies are increasingly becoming complex. Due to this, it is necessary that organizations plan how to best measure and report their impact in various industries. These new methods will likely be tracked on fiscal assessment and other non-financial statements. Due to this, companies need to be able to provide specific data on both their reporting methods, and their impact.

Ecosystem Evolution, Digital Transformation

Depending on the company, the methods of innovation employed could be radically different from one another. For example, consider the role of a chemicals company, who may face unique challenges due to the high number of hazardous materials and byproducts they create, which could serve as a major hindrance to meeting government and corporate benchmarks such as attaining net-zero carbon emissions. However, the important consideration here is that by working with other companies within the supply chain who may have use of such byproducts, corporations are able to better reach their goals regarding ESG issues.

Leading the Transformation

Due to the broad nature of both the changes necessary to change the corporate structure to better address ESG issues and the potential impact of such changes, it is clear that the movement must be spearheaded by industry leaders who are willing to function at the forefront of the movement. In doing so, they are likely to provide a clear direction from within their company on the goals of such innovations. Additionally, they will be able to provide a clear model for future companies on how to implement such changes. Overall, the priority for such leaders should be to set a direction for these changes and ensure that the initiatives are properly funded, and are able to practically alter the functionalities of the company to achieve their stated goals. It is when leaders are able to become impassioned by the importance of their changes that the rest of the organization becomes motivated to support their vision and enable the necessary changes to ESG procedures and initiatives within an organization.

How NMS Consulting can Help

Change management led by experienced NMS consultants provides a uniform approach to enabling the changes mandated by a company’s initiative, mitigating risk, and drastically increasing the success rate of changes. Executives need to analyze and understand the hurdles that make transformation efforts fail, and NMS can guide the way.

Businesses are facing economic unpredictability, disruptive technology, and organizational issues. Traditional methods of establishing a competitive advantage are not sufficient enough. It is more critical than ever that businesses address new realities, evolve with the changing conditions, and deliver effective change to gain a competitive advantage. Without clearly defined milestones and sufficient commitment by management, change initiatives are bound to fail.

A focus on an organization’s people, leadership, execution, and governance is paramount to success. Change management must be executed with transparency with a focus on value for your people. To satisfy these requirements, your organization can leverage the same technologies that are triggering the transformation. The scalability and reach of digital tools provide your business with opportunities to create innovative and powerful change. We partner with you to customize the right set of solutions for your change initiatives, ensuring that the internal capabilities needed to manage change now and in the future are established.

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Are SPACs a Good Option? | Consultant Insights | NMS Consulting

Arthur Mansourian — Thu, 29 Jul 2021 18:34:56 +0000

Foreign targets are looking to merge with U.S. based SPACs to have access to the liquidity and efficiency present in the U.S. market.

The interest in SPACs outside of the US has been strong, and it is a result of an ‘overflow’ effect where the US interest in SPACs spilled over into other countries. Interest in Europe is very high currently due to the receptive regulatory environment there, and the ability of a European SPAC to operate in a less-crowded market compared with the US. Specifically, Amsterdam has attracted several SPAC IPOs to date this year, because its regulatory rules are very similar to the US. Frankfurt is showing growth, but the legal structuring questions for SPACs in Germany present a hurdle.

The types of opportunities present are early-stage companies with significant intellectual property or growth rates serving as acquisition targets. These foreign targets are looking to merge with U.S. based SPACs to have access to the liquidity and efficiency present in the U.S. market. These companies have been reaching out to us with interest in a SPAC, as they want to leverage our domestic and international experience to ensure a successful transaction.

One example of a cross-border transaction was Netfin Acquisition Corp., a Nasdaq-listed SPAC, combining with Triterras Fintech Pte Ltd. This was an outstanding business combination, as Triterras has one of the world’s largest commodity trading and trade finance platforms, and the history of the Netfin team suggests they will be able to grow this platform exponentially and efficiently. These kinds of synergies are what make cross-border SPAC transactions interesting.

However, it is important to note that a potential risk and challenge for the target company is the substantial amount of time and resources for matters such as accounting and reporting. Also, SPACs must deal with complex valuation issues, risk of personal liability for the sponsors and board directors, and other regulatory requirements. Another risk is that the SPAC management team members are professional investors, but sometimes do not have expertise in the specific market segment in which the target company is focused. This can result in misaligned goals.

More key challenges are cultural transformation and operational integration, as two separate entities from different countries will be combining to operate as one public entity. Becoming and operating as a public entity presents a completely different atmosphere for the target company, and can lead to significant changes.

The regulatory environment is key, as we witnessed recently in the US. The tightening of regulations around SPACs has caused a decline in interest and transactions domestically for the time being. Regulations can change at any given time, so it is important to stay current with governmental entities and their stances on SPAC transactions. Market conditions do also play a significant role. As we saw earlier this year in the US, SPACs were getting tremendous investor interest for several months, but this interest has waned and now many SPACs are trading far below the prices they were at just a few months ago.

In regard to tax implications, we strongly advise legal, tax, and audit professionals to be hired during the SPAC process, to review all potential tax liabilities. Cross border deals are made much more difficult specifically due to tax laws, as well as due to regulatory rules.

Along with the challenges and risks mentioned earlier, I believe it is imperative that the sponsors are carefully vetted by potential investors. Due diligence is a tremendously important tool when determining whether to invest in a cross-border SPAC. Until the De-SPAC process takes place, an investor is basing their decision solely on the SPAC sponsors’ history and track record in a different country. Meeting with the sponsors, discussing philosophy and long-term strategy, are all key components of ensuring a successful deal. To best maximize opportunities and manage challenges, we suggest sponsors and investors identify advisors and other service providers to help during the process, as it is better to invest in the proper preparations now, rather than must unwind or run into significant hurdles later.

How NMS Can Help

Preparation for being a public entity (due diligence, financials, tax structuring)
SPAC Sponsor Group identification
Structure negotiation
Internal controls, governance, and review
Addressing regulatory and compliance requirements

Our services for SPAC Sponsor Groups include:

Structuring
Management Team Composition
Target identification and acquisition

About the Author

Dr. Harry Moore MBE is the Head of Europe, Global Head of Turnaround and Transformation. His experience and expertise include international strategy, corporate turnaround, transformation, market penetration, and increasing profitability. Prior experiences include leading business transformation teams at both KPMG and PwC, and being sponsored by the UK Government to manage initiatives that he designed to secure the future of enterprises in the SME sector in the UK. His strategies resulted in saving roughly 135 UK businesses.

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NMS Consulting Enters French Market with Opening of Paris Office

Arthur Mansourian — Tue, 21 Jul 2020 20:37:55 +0000

The office will be led by NMS Consulting’s Senior Partner and Head of Europe, Harry Moore.

NMS Consulting, Inc. (“NMSC”) is pleased to announce the opening of its new office in Paris, France continuing the expansion of its global operations within Europe. The office establishes the firm’s presence in the French marketplace and extends its reach across Europe. The office will be led by NMS Consulting’s Senior Partner and Head of Europe, Harry Moore.

Trevor M. Saliba, Managing Partner of NMSC commented, “Since opening our Berlin and Frankfurt offices, we have received great interest from SMEs and conglomerates who need support in identifying how to position themselves for the ‘new normal’. In today’s dynamic marketplace, our goal is to guide organizations with strategic decisions to implement a successful transformation, turnaround, restructuring, or other significant changes organizations need.”

As COVID-19 continues to impact businesses and economies globally, companies are realizing that new business models, agendas, and goals are needed to build a strong foundation for the future. Swift decision making and implementation, while also avoiding pitfalls and risky investments, is critical to success. To help in this endeavor, NMSC’s global team of more than 100 experienced management consultants provides companies with extensive knowledge and strategies, that lead to successful executions with both short-term benefits and long-term strategic results. The NMSC Paris office is the firm’s 12th global location and 4^th in Europe.

To read the article in its entirety, please click here.

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NMS Consulting Selected as Strategic Advisor to Cerebain Biotech

Arthur Mansourian — Tue, 06 Oct 2020 20:09:17 +0000

NMS will provide management consulting services related to the formal due diligence of the PKG operations and financials, in addition to other analyses.

NMS Consulting, Inc. (“NMS”) is pleased to announce that it has been selected as strategic advisor by Cerebain Biotech Cop. (OTCPINK:CBBT) (“Cerebain”) for its planned acquisition of PKG, Inc. (“PKG”).

As part of the initial scope of services, NMS shall provide management consulting services related to the formal due diligence of the PKG operations and financials in addition to analysis related to revenue and cost synergies/savings, human capital and performance optimization, tax advisory, and mitigation strategy, risk management strategy, transaction and financing structuring to ensure optimal benefits to Cerebain and its shareholders. Additional services shall include post-merger integration, revenue growth strategies, market entry and expansion, digital transformation, cyber-security, and data privacy.

Trevor M. Saliba, Managing Partner and Global Head of Private Equity, M&A, and Strategy of NMS said, “We are very excited to continue working with Cerebain on this mandate. Having them as our client since 2018, we have had the privilege of working with them on various initiatives in preparation of their growth strategy. The acquisition of PKG begins the implementation of their long-term business plan.”

Irvine, California based Cerebain recently announced that it had executed a letter of intent to acquire all assets of PKG, an Idaho based leading contract manufacturing firm specializing in contract design, development, and manufacturing of system-level devices within the medical, aerospace, government, and industrial products sectors.

Eric Clemons, CEO of Cerebain said, “NMS Consulting has been invaluable in advising us on constructing our long-term corporate growth strategy. As we look to complete the PKG acquisition milestone, we are looking forward to continue working with the NMS Consulting team and their providing strategic counsel related to the integration of the PKG operations into Cerebain and moving to the next steps of growing Cerebain in accordance with our internal plan to maximize shareholder value.”

To learn more about Cerebain, please visit www.cerebain.com or connect with them on Twitter and Facebook.

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NMS Consulting Appoints Bill Bentaieb, ex-Deloitte & ex-McKinsey

Arthur Mansourian — Fri, 21 Aug 2020 20:23:01 +0000

Mr. Bentaieb, who is based in the firm’s Paris office, brings 20 years of experience in management consulting and operational leadership.

NMS Consulting, Inc. (“NMS”) announced today that it has appointed Mr. Bill Bentaieb as Director –Digital Transformation, within the Management Consulting and Corporate Advisory practices at the firm.

Mr. Bentaieb, who is based in the firm’s Paris office, brings 20 years of experience in management consulting and operational leadership. He has advised clients on business transformation in Europe, Canada, the USA, Middle East and Asia Pacific. Bill was instrumental in supporting clients achieve operational cost targets in the manufacturing, mining and natural resources, life sciences, and technology sectors. Prominent firms Mr. Bentaieb worked for include Deloitte, where he served as a business transformation consulting leader, advising organizations on back office optimization, outsourcing, finance, HR transformation, change management, and implementation.

“We are very excited to have Bill join NMS”, stated Harry Moore, Senior Partner and Head of Europe for NMS. “Bill’s experience will be crucial in our engagements with clients across Europe who need help with identifying digital transformation solutions. With the recent expansion of NMS into Berlin, Frankfurt, and Paris, we will be able to cater to the growing businesses in these areas, and help organizations overcome transformation hurdles.”

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M&A Frenzy will Continue, Driven by SPACs

Arthur Mansourian — Tue, 18 May 2021 08:54:26 +0000

In Q1, mergers accomplished via SPACs were valued at a record $232 billion, and represented 17% of deal activity.

According to Refinitiv, global M&A activity reached almost $1.4 trillion in value in Q1 of 2021, representing a 94% jump year-over-year. The activity was led by technology companies and SPAC deals, with additional buoyancy from low borrowing costs and a stock market at all-time highs. With the Federal Reserve stating they do not plan on being hasty about increasing interest rates, these low costs should continue and offer a strong backdrop to M&A, including SPAC deals.

When breaking down the numbers, we see that the tech sector accounted for 21% of all Q1 2021 deals, which totaled $274 billion in value. The next largest set of deals took place in the Financial sector, which was 16% of all deals in Q1 2021. Regionally, the U.S. was the home of about half of these deals with a value of $670.5 billion, representing a 161% surge year-over-year.

As more companies look for ways to grow, cut costs, and quickly go public, SPACs have been a favored method. In Q1 of this year, mergers accomplished via SPACs were valued at a record $232 billion, and represented 17% of deal activity. In April of this year, ride hailing start-up Grab announced it will merge with a SPAC, sponsored by tech investment firm Altimeter Capital. The deal valued Grab at roughly $39.6 billion, making it the biggest SPAC deal ever.

Another catalyst that may boost M&A activity across the globe is an increase in corporate taxes, which President Biden has already put into motion. This is because companies that will be impacted heavily by an increase in taxes will look to strengthen themselves by merging with another company.

COVID-19 has also had a big impact on M&A and how it is conducted. These changes include deal terms, new due diligence issues, the availability of and pricing for other terms of deal financing, and the time it will take to close transactions. With most principal players working remotely, the use of new and collaborative techniques has become crucial. Additional due diligence issues include:

Are the seller’s revised financial projections post-COVID reasonable?
What is the health of the seller’s balance sheet? Does it have appropriate liquidity, enough to fund its short-term obligations?
How have the seller’s employees been impacted by COVID-19? Does the seller have enough employees and third-party contractors to successfully continue its business, especially with the backdrop of an economy roaring back?
Has the seller complied with laws in connection with layoffs, furloughs and new health codes?
What is the cost to the seller of continuing to provide health care benefits to workers who have been furloughed?
Has the seller been forced to default on contracts and/or leases?
Who are the counterparties to the seller’s key contracts and are they performing according to those contracts?
What are the termination rights in contracts? Do the seller’s contracts include “force majeure” clauses that may enable it or the counterparty to terminate the agreement or suspend payment?
Have there been any negative effects of employees working from home such as data privacy and breaches? What new savings (or expenses) is the seller experiencing with employees working from home?
What cybersecurity and data breach issues has the seller faced?

Furthermore, parties should expect longer deal timelines at each stage of the transaction, as buyers may have increased concerns about their ability to properly value a seller in this environment. Relying on valuations from comparable transactions will not be as straight forward if those transactions took place before the pandemic.

How NMS Can Help

We can help guide you and your company during the M&A process through every stage of the transaction lifecycle. We advise companies on creating value through business acquisition, combination or divestiture, including joint ventures, strategic alliances and other alternative structures. Drawing upon our team’s extensive industry and transactional expertise, we provide unbiased knowledge to help you realize your goals.

Our initial screening, qualification and analysis will reduce time and expenses normally associated with the origination process. This frees you to continue focusing on your primary business activities. Upon initiation, we provide in-depth and detailed financial, regulatory and risk assessments, which streamline the transaction process and empower you to make informed decisions. You will benefit from our knowledge and insight of a particular industry or business through strategic alliances and joint ventures as a precursor to entry.

Once a merger is consummated, we will be there to help post-integration. We will uncover the strengths of each organization and combine them in a meaningful manner, creating optimal synergies. We work to ensure a seamless process across the deal cycle resulting in a combined entity with a greater value. When it is time for an exit, we will help you identify and understand when to divest, monetize assets or how to position your firm to operate as a leaner, more efficient organization.

Source: Refinitiv

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