Overview

Whether you have real estate or an operating business, we will help identify acquisition targets, and/or market your dispositions. TFP has completed over $1.6 BN in both public and private business combinations. Real property acquisition/disposition experience exceeds $2.5 BN, primarily in the hospitality, healthcare, office, industrial, multifamily, and raw land sectors.
 

Services

  • Selections of targets consistent with Buyer's strategic plan

  • Valuation Analysis of target

  • Assistance in Identifying Synergies and Cost Savings

  • Selection of Targets consistent with Buyer's strategic plan

  • Preparation of Pre and Post Closing Balance Sheets, Income Statements and Statements of Cash Flow

  • Development of Terms Sheets

  • Meetings with Target Company

  • Presentation of Offer to Seller

  • Negotiation of business terms include price, forms of consideration, employee retention matters, etc.

  • Review of all purchase/merger documentation and critical path schedule for closing date encompassing regulatory requirements

  • Representation at closings including preparation/review of all wire transfers and title transfers

The above services can be utilized when representing a buyer in a merger or acquisition or the seller in a disposition of part or all of its holdings.
 

Process

The process can require relationship building over a period of months or even years or can require immediate action in bidding processes in the case of attractive assets in a robust market or distressed assets forced to market by lenders, discontent investors or legal action.
 

Interpersonal Factors 

In approaching long time family owned businesses, understanding family cultures, relationships, and issues such as succession, post sale name rights, preservation of reputations, etc. can be as important as the valuation, timing and form of consideration received by the seller. Confidence building steps are important and it may be advisable to spend considerable time with the seller(s) touring the buyer’s offices, operation and assets as well as business/social interaction with several layers of the buyer’s management.
 

Technical Skills 

Following is a partial list of technical issues to which TFP can bring to substantial experience and exceptional skills.

  • Valuation of the target property/business is important both in terms of stand alone returns, financing and the greater impact of the transaction upon the existing operations of the buyer’s business/portfolio.

  • Structuring the transaction is very critical to both the buyer and seller. TFP can provide creative solutions by drawing upon its decades of experience working with some of the best investment bankers, tax consultants and attorneys in the country. While post closing tax reporting for the seller is important  in terms of purchase price allocations and resulting depreciation schedules, it is even more critical for the seller. It is not uncommon for TFP to suggest that the buyer engage creative tax structuring  consultants focusing  on the tax efficiency of the transaction to the Seller. Family owned sellers are often inexperienced with respect to the selling process and don’t have the necessary relationships in place to suggest optimal structures considering cash needs, family planning issues and immediate and longer term federal and state capital gains tax issues as well as estate tax impacts.

  • Cost savings and synergies in business combinations are often issues which are confused by the buyer. Cost savings are easily identified, i.e. the elimination of duplicative management and administrative positions such as CEO, CFO, COO, controller, etc. A true synergy is the ability of the buyer, post closing, to integrate the purchased operations/assets is such a way as to realize additional new revenue sources (cross selling products to seller’s customers not previously offer by the seller), and/or improved margins by greater purchasing power. As buyer’s advisor we coordinate the two management teams to jointly explore post closing business plans, both staffing and operational.

  • Coordination of the purchase financing is critical not only for the buyer to feel comfortable in putting reasonable amounts of capital at risk to secure the award of the contract. The ability to demonstrate financial capability to close can often differentiate otherwise similar offers.

  • Due diligence is another critical part of the process where TFP works with the buyer to select the due diligence team members, allocate their responsibilities and create very clear deliverables, both quantitative and qualitative, for senior management review and board level approvals. Discovery of previously unknown/undisclosed problems or issues is the norm, not the exception. Such occurrences, if deemed material, can derail the transaction or more likely require cause the buyer to renegotiate the valuation, suggest some consideration and/or closing be conditional, e.g. earn-outs. Once again, the interpersonal relationships and the skills of the buyer’s financial advisor may be key to navigating these delicate periods.

  • Documentation and closing are other areas where TFP brings exceptional skills, extensive experience and relentless protection of its client’s interests. Thorough review, discussion and negotiation of all major terms and each document are part of the process. TFP has identified, interviewed, and engaged on its client’s behalf dozens of talented attorneys across the country for all sizes of transactions. Responsibility for the coordination and review of work product of as many as 15 law firms at one time is not unusual for TFP.
     

Representative Transactions

A) Healthcare

As the senior business development officer for Genesis Health Ventures, Edward was directly responsible for the following acquisitions.

  • NeighborCare: $100 million+ Institutional Pharmacy

  • Mckerley Healthcare: $60 million of skilled nursing and assisted living facilities comprising the largest portfolio in New Hampshire and Vermont

  • Geriatric Medical Co: $250 million acquisition of a NASDAQ listed public company which owned/operated skilled nursing and sub acute care facilities, physical, occupational and speech therapy companies, ambulance companies

  • Eldertrust REIT:  The simultaneous closings of over 100 healthcare facilities was completed within 2 days after the closing of the IPO of Eldertrust.

B) Commercial Real Estate (The Allen Group Projects)

  • Dallas Logistics Hub: Assembled 6,000 acres of raw land encompassing portions of four different municipalities through closings of 100+ properties from different sellers. Properties included sites for two rail intermodal terminals (Union Pacific and BNSF), 60 million square feet of industrial and commercial building potential.
  • Bakersfield Airport Business Park: Assembled 100+ acres of land for commercial development of airport related commercial development.
  • Logistics Park of Kansas City: Responsible for the acquisition of 400 acres of industrial land in Edgerton, Kansas for a logistics/distribution center supporting BNSF's newest intermodal rail terminal.

 C) Dispositions

  • Direct responsibility for all aspects of negotiations and disposition strategy for eight hotels in seven states from recruitment of brokers and legal counsel through negotiations, documentation, and closing of the escrows.
     

For more examples of TFP Mergers and Acquisitions, view the projects page.