Acquisition Process - Few Questions Please Help
Hello WSO! I'd like to learn more details about typical acquisition processes and wonder if you all can shed some light. I had an internship over the summer and got the overall gist of the process but there's a few details I'd like to iron out. I'm going to break down the steps as I know it below with few questions italicized during each step, if you think I'm missing something or misunderstood something, could you please chime in? I apologize ahead of time for the lengthy post...I think this could be helpful for everyone to discuss!
1. Buyside team gets OMs or prelim packages from brokers, analysts start screen deals based on the firm's funds structures and such. Rents and incomes are quickly vetted and are trended usually based on comps/assets in their books and respective markets.
2. If deal passes metrics and deal team leader likes the deal, buyside team send out bids. Brokers usually tell all buyers a "whisper" price at this stage, which the broker team came up with having underwritten the deal before putting it on market.
- Are bids at this point LOIs? Are you just keeping DD period standard 60 days usually?
- Typically, how long are the bid deadline from the time the OMs and prelim data are sent out to buyside teams? 2 week? 30 days?
3. If buyside team is new to the broker, they usually need to be vetted and interviewed. Usually go over how they underwrite the deals and what investment return metrics they're using. See if their capital stack is legit and if they have ability to close deals. Once they pass vetting process and assuming they have a top bids, they move on to round 2/3.
- Do brokers ever passes on you to select clients they'd like to have repeated business with? Let say firm A and B have same bid price, but firm A is a new guy and loaded and just decided to enter this certain market, broker did business before with firm B and know they only close 1 deal every 3 year, do they try to advise client to go with A? I guess I'm curious, what kind of reasons (besides not having a strong balance sheet and having unrealistic underwritings) can trip you up as a prospective buyer at this stage and prevent the prospective buyer from being award the deal even though you have the top bid?
- Dumb questions, let say you pass round 1, do you have to send out another LOI for round 2 and just change the price? Does your internal legal counsel have to vet the LOIs before they go out each round? What are some key points on LOIs you try to get, I assume it's as much DD time as possible?
4 - A. Say you lost the bid and didn't make the cut.
- Do you never find out who won at this stage? Do you find out how much you lost by? Do you know at this stage, how many people got through to next round?
- Do you get any legal documents from the brokers said you lost, or is it just simply an email?
4 - B. Say you won the bid through all these rounds and got awarded the deal. Deal goes to DD stage, where acquisitions team will now really dive into the underwriting process. This is where you order PCAs, Environmental Reports, have legal dive into legal issues, engineering guys look into property's structural issues, have a real model with detailed market research. Everything goes smoothly and you go to IC, deal gets passed and voted yes by all members based on the the price you sent in your last LOI. Then senior acquisition communicate with broker and start having legal draft PSA?
- How does senior broker communicate with broker at this stage? Email/phone call say, yea it went through IC and all is good? Simple as that? Are there any other legal documents being sent being LOI and the PSA?
4 - C. You won bid, got awarded but deal did not pass underwriting.
- How honest or how much detail does the senior acquisition person give the broker at this stage? Do they tell them, for example, oh the property has massive structural issues that we found and don't want to spend money to remediate, or does the acquisition lead person just simply make up some BS reasons to keep the relationship and keep conversation brief? What's the best way/practices for acquisition team to respond to retain relationship with broker? I assume the best way is to make sure your reason basically states "it's not my fault, there's something wrong with the asset, that's why the deal didn't pass underwriting", even if you might have effed up the underwriting during previous stages?
- Does broker then go to the 2nd place guy after telling him "no" in the previous stage if the 1st place guy says no? Do brokers string 2nd place comers along as a "backup" plan?
- Does a "Close 1 deal out of 50 underwritten deals" ratio sound right to y'all?
- What are most common reasons deals fall apart at this stage? Analysts underwrote something incorrectly during previous stage? I assume you can never go back below what you said on the LOI?
- What are some typical underwriting changes that cause you to not be able to go with you previously underwrote?
Again, I apologize for the lengthy late night post. I'm very curious and hope to get helpful comments from experienced folks.
Thanks,
Just looked into this myself. Do this to dig in yourself and see multiple examples w/ differences In the back n forth, to come up with your own conclusions EDGAR Search—DEFM14A—CTRL-F “Background of the Merger” Zayo—DEFM14A https://www.sec.gov/Archives/edgar/data/1608249/000114036119011577/nc10… Next—paste timeline into Excel—read/manipulate as you wish Every step is dated. You’ll see defined terms for each major step and every legal doc too, such as “Initial Indication of Interest” “Party A,B,C” “Confidentiality Agreement”, “Merger Agreement” etc. you see the prices of each bid as well. Lemme know how that works, or happy to walk thru an example offline.
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