In most successful consolidations, executing the necessary components is critical. A typical consolidation usually contains seven phases. These include:
The Marketing Phase
Once the preparation phase is completed (data room, audited financials, contracts), begin contacting potential acquirers. The advisor approaches each suiter and interested parties will be presented with a summary that provides an overview of the opportunity. Each potential acquirer will begin their own process of analyzing the prospect of consolidation and the potential fit with their acquisition criteria.
The Diligence Phase
Once the marketing phase ends, the process generally becomes more formal. At this stage, it is clear to the institution, which acquirers are still interested, and a range of valuations and deal structure for the transaction becomes more apparent. The institution and the advisor can create a shortlist in which they select only the acquirers that are approved to continue with the process.
Once a winning offer has been determined, the acquirer and the institution have to begin a negotiation phase with the goal of integrating the institutions.
The merger agreement (MA) is the settlement of the consolidation as followed within the boundaries of the original Letter of Intent (LOI).
Transitional service agreement
A traditional service agreement is when the institution will provide transitional support to the acquirer. This can include but is not limited to offices of deans of education, accounting, human resources, and other management positions.
Vendor financing generally occurs when there is a gap between the acquisition value and the financeable asset base of the institution.
The final phase involves the transitioning to the acquirer after the transaction. A strong transitional service agreement (TSA) can generally limit conflict and assist with a smooth hand to the new organization.