Overview of M&A Services

Services Offered

Our M&A advisory services are highly specialized given their tight linkage to our core consulting business. In other words, we play to our strengths hence our sharp focus on situations where our detailed knowledge of the underlying business drivers can allow us to add immediate value. For over 15 years, we have built our M&A practice around the following areas: corporate strategy, buy/sell representation, strategic partnership/alliance formation, valuation and fairness opinions, as well as a range of ad-hoc transactional support.

Corporate Strategy: First Annapolis helps its clients develop strategies relating to mergers, acquisitions and strategic relationships. We use our industry and market knowledge to assist our clients to pursue strategies that maximize business and shareholder value.

Buy/Sell Representation: First Annapolis represents clients in connection with both purchases and sales of businesses and portfolios. We provide comprehensive advice from market screening through the closing of the transaction. Our deal team takes a proactive, hands-on approach to provide our clients with maximum benefit from our industry and transactional experience and expertise.

We assist sellers to define their strategic objectives for the proposed sale and manage the sale process through the following:

• Developing a value proposition strategy
• Building a marketing plan, including optimizing the timing of the transaction
• Screening potential buyers
• Supporting due diligence
• Negotiating key deal terms and requisite agreements

For buyers, we seek to understand our client's goals and acquisition target criteria and develop a comprehensive strategy based on that understanding. Buy side assistance may include the following:

• Performing preliminary valuation analysis and considering potential transaction structures
• Conducting during due diligence
• Negotiating key deal terms and requisite agreements
• Assisting with consideration of financing alternatives, if necessary

Strategic Partnership/Alliance Formation: First Annapolis has extensive experience working with clients in the formation of creative strategic partnerships and alliances. Our services include transaction structuring, strategic plan development, financial modeling and contract negotiations.

We have assisted our clients in a large number of joint venture and strategic alliance transactions, including the structuring, formation, implementation, governance and winding up of a variety of domestic and international ventures and strategic alliances. We have worked on significant transactions in virtually every segment of the payments industry, including issuing, merchant acquiring, electronic banking, and data processing.

We understand the unique issues and challenges that confront these structures and often work directly with our clients' other advisors in disciplines such as tax, legal and antitrust to help our clients develop, negotiate and implement the appropriate structure, capitalization and governance for their diverse needs.

We regularly counsel clients regarding critical components of joint venture formation including:

• Valuation of in-kind contributions
• Non-competition and exclusivity provisions
• Ongoing related-party arrangements
• Buy/sell provisions
• Exit strategies

The breadth and depth of our experience, our unique focus on deal execution, and our willingness to use creative approaches to overcome potential obstacles, serve as the basis for our successful joint venture and strategic alliance advisory practice.

Business/Portfolio Valuation and Fairness Opinions: Because of our specialization, we can leverage our mergers and acquisitions experience and our industry and capital markets knowledge to provide our clients with expert business and portfolio valuations. Our primary goal in preparing a valuation is reaching an accurate conclusion on value while clearly and convincingly communicating our assumptions and methodology.

Most M&A transactions require associated valuation work, including valuations that can be used to facilitate negotiations, fairness opinions, and following the transaction, valuations of intangible assets for accounting purposes.

We provide independent, objective valuations of businesses, assets, or entire companies for potential divestitures, acquisitions, or restructuring transactions.

We routinely provide fairness opinions for boards of directors or other stakeholders. We leverage our analytical capabilities, industry experience, knowledge of capital markets, objectivity, independence, and experience in similar transactions to provide clients and their boards of directors with fairness opinions relating to the consideration received in sales transactions. While every company and transaction is unique, we typically use a process that includes the following components:

• Perform detailed and extensive due diligence to evaluate the company, business or portfolio, review relevant transaction terms and conditions, and consider the context of the transaction including industry trends and issues;
• Use proven and sound valuation methodologies;
• Determine if the consideration paid in the transaction is within the "range of fairness" from a financial point of view to the shareholders and/or other stakeholders; and
• Deliver the fairness opinion letter and supporting analysis to the board of directors or other stakeholders

Ad-hoc Transaction Support: In addition to our comprehensive transaction advisory engagements, we are able to provide ad-hoc support to our clients' transactions on an "ala carte" basis. Below are just two examples of ways in which we can provide ad-hoc transaction advisory support:

• Due Diligence Support: Effective due diligence helps ensure that both parties get the benefits they expect from a deal. We use our industry knowledge and expertise to support our clients' due diligence efforts in connection with mergers and acquisitions, investments, and other transactions. This diligence assistance can include a financial review, operational review, document review, and a strategic planning assessment for buyers and sellers.
• Contract Negotiations: First Annapolis has extensive experience negotiating the terms of complex transactions in the payments and transaction processing industries. Our hands-on approach helps clients negotiate the most favorable financial and other key deal terms.