Services

Mergers and Acquisitions

Buy Side Advisory
Cronus provides client-tailored acquisition programs for corporations and private equity firms. Combining elements of management consulting with traditional investment banking, we work with a client both to develop and to execute a corporate development strategy. We provide a disciplined and analytic acquisition process that creates proprietary transaction opportunities tailored to our client's articulated acquisition strategy, and we pride ourselves on creating such transaction opportunities for our clients with companies that are not otherwise "for sale".

A typical Cronus process for creating proprietary transactions for clients consists of:

• Refining client acquisition strategy and defining acquisition criteria
• Developing a broad universe of acquisition candidates that meet these criteria
• Prioritizing, approaching and qualifying acquisition targets
• Negotiating and executing transactions
• Continuing to advance follow-on transactions

Cronus of course also accelerates, facilitates and closes mergers or acquisitions that are identified or initiated by our clients.

Sell Side Advisory
Given our significant experience in representing acquirers, we are particularly qualified to represent shareholders or companies that are contemplating a divestiture or sale. We have a deep and broad understanding of what buyers look for, how they execute an acquisition process, and how they evaluate and negotiate acquisition opportunities.

Cronus tailors its sell side process to address the unique business attributes and specific objectives of our clients. We advise our clients on understanding their risk tolerance and on balancing different transaction objectives:

• Maximization of value
• Certainty of closing
• Form of consideration
• Speed of execution
• Management objectives
• Employee transitions

Cronus professionals have extensive experience selling businesses for a variety of owner-types, including divisions of large (NYSE) companies, private equity portfolio companies, and family businesses. We handle every process discretely, professionally and with senior-level attention.

Management Buy-Outs and Recapitalizations
We have significant experience working with management teams both in the negotiation of a buy-out from existing ownership and in the making of a platform acquisition. In each such transaction, we identify and negotiate with the capital partners best able to effect the contemplated transaction - on terms attractive to the management team. Cronus works to facilitate all facets of the buy-out and financing transaction, enabling the management team to remain focused on continuing to advance the business.

Key aspects of an MBO are:

• Structuring the transaction, paying special attention to tax consequences
• Identifying and attracting capital partners for management and negotiating financing and employment terms
• Negotiating buy-out terms with ownership
• Orchestrating the information gathering and due diligence process without material disruption to the business
• Properly handling communication with employees, customers and vendors

Cronus also helps management identify the various potential conflicts inherent in an MBO. An MBO typically presents the members of the management team with conflicts of interest between their status as individuals and their capacity as directors and/or employees of the target company. Each member of the team will likely have fiduciary duties to the target (or selling company) but, as potential purchasers, the management team has an interest in acquiring the target for the lowest price possible. While pursuing a buy-out, the management team must continue to discharge its duties related to the ongoing day-to-day operations of the business diligently. Cronus helps management, with its legal advisers, navigate through these conflicts.

Family Business Solutions
Whether a family business is seeking to maximize growth, maximize liquidity or achieve other objectives to satisfy different family shareholders, we help our clients match their objectives with realistic solutions in the context of the capital markets.

Cronus Partners understands that family heritage is a vital intangible asset that contributes to shareholder value. Frequently, as the business evolves, the capital required to grow creates tension among an expanding family shareholder group. The desire to realize created value can conflict with the desire to maintain control of the business, particularly when considering a generational succession. Common specific issues include: current income (dividends) versus reinvestment of profits, the challenges and opportunities of outside debt or equity capital, the ability to recruit top-notch outside senior management, and creation of governance structures that balance the family’s objectives with those of outside capital sources and senior management.

Strategic Alliances and Joint Ventures
Strategic alliances or joint ventures can offer a more flexible, less burdensome way to achieve a corporate development objective than a traditional acquisition or merger. However, the challenges in establishing such vehicles are frequently underestimated, causing a substantial number of such projects to fail at significant financial and opportunity cost. The key to a successful alliance or JV is having a clear strategic rationale, strong relationships and tightly defined terms that address not only typical economic points but also the alliance or JV's decision making process, its conflict resolution mechanism, the right of either partner to access information, and the right and method of exit.

We are experienced in dealing with the many forms of corporate collaboration, including full joint ventures, licensing, development agreements, and marketing or distribution cooperation. We identify an appropriate partner for our client and negotiate the ideal structure and terms of the strategic alliance or JV in an orchestrated, confidential manner to create a competitive yet collaborative environment. As negotiations involving sensitive intellectual property are often difficult, Cronus plays a vital role as intermediary, helping preserve the relationship among principals whose continued trust and communication will be essential to the success of the alliance.