Front Office Investment Banking Process
- February 23, 2020
- Posted by: admin
- Category: Blog
In order to build a career in investment banking, it is essential for the individual to know and practice the Front Office Investment Banking Process. Whether one’s career track is in a bulge bracket investment bank, middle market M&A group, or as a lower middle market M&A advisor, it is crucial to know the primary process of the investment banker.
First, the investment banker is going to choose what size of companies he/she is going to cover (ex. public co’s, middle market, lower middle market). From there, one needs to decide the vertical(s) that will be covered which is usually a function of the experience that one has had in the past. Geography is also a relevant consideration when choosing coverage.
After choosing your coverage, the investment banker is then to build an index for each of the verticals and sub-verticals made up with the public comps. The index and the changes in the index are going to provide a measuring stick within which to evaluate targets against.
Regarding the vertical index and sub-vertical index, the investment banker ultimately tracks trends in:
- Growth rates
The investment banker takes the index and establishes tiers which turn into peer groups. This is why we pull comps, to build an index and benchmark against the comps. The indexing and benchmarking that is done for a target company is going to serve as the basis for advising on strategic alternatives. One should build indexes at the vertical level, then sub-vertical level and finally sub-vertical by product level.
II. Mandate/Target Matching
After determining one’s coverage, initiating coverage in the form of index-building, and building relationships with strategic and financial buyers in a given vertical, it is important for the investment banker to then begin matching investment mandate’s of strategic and financial buyers to targets within the investment banker’s coverage.
M&A origination requires coverage, relationship-building & pitching. You first need to establish your coverage of a given industry and sub-sector to develop your awareness and expertise. From there, you need to go about building relationships with both strategic and financial buyers to get an idea of the buy-side. This includes obtaining investment mandates which will either be formally listed or informally given from corporate M&A departments for strategics. From there you are going to need to establish sell side relationships by giving market updates to executives and telling them what is going on in the M&A and capital markets. As the relationship is established, you can then pitch them strategic alternatives including selling their company. Throughout the relationship building process, there will be lunches and dinners to catch up on what the target has been doing and their strategic plans.
IV. Fee Structuring & Winning Mandate
In order to get paid, investment bankers have to land the engagement. Once the fee is agreed upon, the investment banker puts in writing the fee in something called an engagement letter. In the lower middle market to middle market, most investment bankers work on a success fee basis meaning that they only receive compensation on a deal when it actually goes through and closes.
It is important for the investment banker to have a strong understanding of fees so that he/she discuss fees in a reasonable manner.
In the lower middle market to middle market, fees usually are the following:
6% for <$5M TEV
5% for $5M-$7M TEV
4% for $7M – $10M TEV
3% for >$10M TEV
As you move higher than $2M in EBITDA, the Lehman Scale appears and this is the preferred method for pricing the fee.
Once the M&A mandate is won, it is important to underwrite the financial product, M&A, by building a financial statement model and valuation. In order to underwrite the financial product, one needs to gather historical financials. This typically means trailing 3 years at minimum and ideally last 5 years.
After receiving the financials for the target, the investment banker must calculate adjusted EBITDA. EBITDA and Total Owners Benefits (TOB) are proxies for cash flow but not true cash flow of the business as there will be CAPEX and working capital deducted to get to true cash flow. Total Owners Benefit adds back taxes, interest, depreciation and owners benefit.
Once we have historical financials we can build the financial statement model which will be the basis for modeling various scenarios ultimately driving valuation.
After arriving at adjusted EBITDA, the investment banker will determine public comps and extrapolate a multiple for the target company adjusting for size of the company. From there, precedent transactions will be spread to determine a mean multiple. Finding the midpoint of the valuation methodologies can be used for determining valuation but the range is often communicated to the client or potential buyers.
After building out the financial statement model, we can build the transaction specific model related to particular buyers that have expressed or may potentially be interested in.
After underwriting the financial product, we can go about packing the financial product in the form of various marketing material. This includes:
2. Confidential Information Memorandum (CIM)
After finding adjusted EBITDA and determining valuation, the investment banker can build the marketing material for the target company which includes a teaser and a CIM. The teaser is a summary of the client’s key selling points.
After creating the teaser, the investment banker goes into greater detail in a marketing document called a CIM. This document is distributed to buyers after the teaser and is for the serious buyers to do an in depth analysis of the target.
The CIM is the primary marketing document associated with sell side M&A. The document is filled with information on the target company including products/services, financials and markets. The teaser comes before the CIM and the NDA must be signed in order to get the CIM.
VII. Buyer List
After landing the M&A engagement, the investment banker will need to build a buyer list and then begin outreach to the buyer list. In order to build a buyer list, the investment banker uses a database service to pull a list of likely strategic and financial buyers along with contact information in order to run the M&A process and build a market for control of the business.
After finalizing the buyer list from the database, the investment banker can then began contacting each prospective buyer in the list. Contacts should be to the corporate M&A representative for large corporations or CEOs and owners for lower middle market companies.
VIII. Deal Structuring
After matching a financial or strategic buyer’s mandate with a target, landing the M&A engagement and building & executing on a buyer list, it is up to the investment banker to work with the buyer and seller to structure a deal.
Deal structures initially involve a rough range of valuation to make sure that both parties are in the sphere of reasonability. Reasonable deals typically look like the following:
4x <$1M EBITDA
5x ~$1M EBITDA
6x $1M – $2M EBITDA
7x >$2M EBITDA
From there we should get an understanding of whether this is:
1. Asset Sale vs. Stock Sale
2. Cash vs. Stock vs. Cash & Stock
3. Going to be a majority or minority ownership deal
4. Whether the owner plans on staying as a CEO after the transaction or whether there is existing management in place
5. Owner financing is available
6. Earn outs
IX. M&A Process
IOI from Buyer
After reviewing the teaser and summary financials, the buyer will notify you that they are interested in purchasing the company (IOI).
Buyer Seller Meeting
After submitting the IOI, you will arrange an in person meeting with the seller which is called the buyer seller meeting. If the buyer is unavailable due to distance or timing, a phone call can be set up.
Purchase Agreement Given to Seller
After the buyer seller meeting, you prompt the buyer to submit a purchase agreement and then give this purchase agreement to the seller.
Signed Purchase Agreement with Different Terms
After the seller reviews the purchase agreement they will either sign the contract or counter with different terms. They are to sign the contract with the contingencies written into the contract.
Enter Due Diligence
After receiving the counter, the buyer can sign the agreement with makes for a legally binding purchase agreement contingent to the items that will now be explored during the due diligence period. As items are explored, the buyer signs off that the items are no longer in question one by one.
Complete Due Diligence
After all the items in the due diligence list are completed, due diligence is now completed and the closing can be scheduled. The documents are sent to the closing agent with instructions as to the M&A fee as well.
Closing & Flow of Funds
After the both the buyer and seller sign at the closing, the checks are cut and you receive your M&A fee and bring it to your bank or have the fee wired to your account. Make sure that your firm is on the Flow of Funds document to ensure that you get paid.