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Do they have the cash of debt/equity capacity to bid aggressively? The market conditions The context of the transaction: Privately negotiated sale will have different mechanics than an auction. These equity transactions between related parties are not negotiated purely on economic / financial terms.
As one example, BrightView, now a publicly-traded company, developed as a roll-up of smaller landscaping businesses and has been owned at various times in the past by private equity firms including KKR, MDS, and Leonard Green, among others. To illustrate this point, let us consider the landscaping industry.
First, private equity identifies the publicly traded company they believe is undervalued or could perform better as a private entity without the pressures of being a public entity (e.g. After the acquisition, the previously public company is delisted from its stock exchange, whether the NYSE, NASDAQ, etc.
It also includes analyzing cash flow, debt obligations, and potential liabilities. It enables the acquirer to make informed decisions, negotiate better terms, and potentially avoid costly mistakes. It provides a solid negotiation foundation and ensures the transaction aligns with the acquirer’s strategic goals.
As a buy-side advisor, in addition to analytical support, the investment banker shields the buyer during the diligence and negotiation processes by working directly with seller to establish a framework and basis for assigning a value to the business. Essentially, comparable company analysis looks at the value of publicly traded companies.
Lastly, many public life sciences companies that had their market capitalizations fall in 2022 also found it more difficult or more expensive to secure debt financing as compared to a year or two ago, and many private life sciences companies saw that venture capital debt carried with it more dilutive terms in 2022.
While direct lenders have historically struggled to compete with the syndicated lending market on price and covenant packages, as the year progressed, sponsors increasingly spurned the syndicated lending market in favor of debt packages arranged solely by direct lenders.
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