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George Spilka and Associates
Investment Bankers & Acquisition Consultants

"Over 90% of our transactions have been all-cash deals."

The Sale Process

George Spilka and Associates (GS&A) is a national investment banking and acquisition advisory firm headquartered in Pittsburgh. We were established in 1978. Since that time, GS&A has represented selling companies headquartered in over 40 states, including Alaska and Hawaii, Canada and Puerto Rico.

GS&A’s primary emphasis has been on middle market, closely-held corporations. Industry coverage has encompassed a broad group of manufacturing, distribution, service, extraction, contracting and waste hauling companies. The majority of our deals have been in a transaction price range of $5 - $200 million.

During the past twenty-five years, GS&A has the highest success rate in the industry. We have completed more deals per person than any other firm. Over 90% of our transactions have been all-cash deals. This unmatched track record is available for your scrutiny.

GS&A’s services provide clients a rare package of negotiating, strategic and financial skills not found anywhere else in the industry. Our process is a unique, business-oriented one that provides clients a personalized, tailored service. GS&A’s objective is not only to complete a transaction at a premium price but to negotiate a deal structure and terms that provide our clients the maximum protection from post-closing issues and liabilities. We are a strong advocate of our clients’ interests and are dedicated to protecting them through the entire sale process. We are there to advise them until a sale is completed at a premium price. There are no exceptions to this rule.

Our unique, comprehensive sale process includes the following services:

..... Determining an Exit Strategy
..... Positioning the Company and Timing the Sale
..... Valuing the Company
..... Offering Circular Development
..... Confidential Search
..... Negotiations and Deal Structure.

Determining An Exit Strategy

For details on this process, see the Exit Strategy Planning and Sale Price Maximization Planning Section of this website.

Positioning The Company And Timing The Sale

GS&A thoroughly investigates all aspects of your company’s operations along with its future opportunities and risks. Recommendations are made to enhance your business strategy and strengthen the business foundation. The objective of this process is to increase the future earnings/EBITDA of your company and reduce the volatility of future earnings. The end result of these changes should produce a significant increase in your sale price.

We can help implement these suggestions, thereby assuring that the projected results are brought to fruition. For a full description of this value-added service and the substantial benefits it produces, please refer to the “Exit Strategy Planning and Sale Price Maximization Planning” Section of this website.

Valuing The Company

It takes an experienced, seasoned investment banker with an executive background to accurately determine the maximum premium price for a company. GS&A’s constant exposure to the acquisition market provides our clients an expert opinion of their company’s maximum market value. Prices of closely-held companies bear no direct relationship to announced deal prices for public firms. Instead, a closely-held company's sale price is based on its expected future earnings/EBITDA and the risk of achieving those earnings/EBITDA.

GS&A’s approach to valuing and pricing a company is unique, because it primarily focuses on understanding and assessing a company’s business fundamentals and their expected impact on future profitability/EBITDA as opposed to the strictly financial approach used by most investment banking firms. We believe that a company’s business foundation, market niche and long-term profitability are key factors in determining its market value and when to sell the company. Our approach enables the establishment of a premium selling price. Once the Valuation establishes the price, we sell the company at that price.

Offering Circular Development

Our business-oriented preliminary investigation of a company is personalized and tailored to the specific attributes of a client’s situation. This facilitates the presentation of the company in a unique, informative, but confidential, Offering Circular, which captures the company’s individual attributes and future earnings/EBITDA potential. This is critical, if an acquirer is to properly understand the reasons for a company’s expected increase in future profitability and/or future growth opportunities. Without an acquirer’s belief in the credibility of this information, these factors will not be the deal pricing drivers that we need. It is imperative that the Offering Circular not include exaggerated or unrealistic projections of what the company will do in the future. If it does, you lose credibility with acquirers. When that happens, it makes the attainment of a premium price almost impossible. A properly prepared Offering Circular can represent the deciding factor between a prospective acquirer who pursues the situation at a premium price and one who doesn't.

Confidential Search

The Offering Circular must only be placed in the hands of legitimate and solid acquirers. George Spilka and Associates accomplishes this by conducting a comprehensive, yet confidential, search. Our expertise in this area ensures locating the acquirer that will pay the maximum price.

The specifics and exact direction of the search depend on the attributes of the selling company and the characteristics of the likely purchaser. Our search procedures include:

An exhaustive search of potential strategic domestic and foreign acquirers through utilization of extensive on-line data bases.
Access to foreign acquirers throughout the world through the long-term relationships that we have developed with international foreign investment banking firms and commercial banks.
Our proprietary Buyers File, which lists the specific acquisition objectives of over a thousand privately-held and public companies (both domestic and foreign), and private equity firms.

Numerous potential acquirers will be identified; however, only purchasers that pass our thorough screening process will be provided the Offering Circular. These acquirers must sign a strong, protective Confidentiality Agreement. This ensures that the proposed sale will not come to the attention of your customers, employees or suppliers. This is of extreme concern to George Spilka and Associates.

Negotiations And Deal Structure

Negotiations are a test of wills - a battle for control. GS&A has a total understanding of the psychology of negotiations. We know how to create and utilize the maximum leverage that is essential, if a premium price is to be obtained. Acquirers are generally out to steal your company. They normally pay a premium price only when convinced their alternatives are paying a premium price or losing the selling company to another acquirer. We have the strength of will and patience to convince acquirers that the company will only be sold, when we obtain a premium price.

GS&A’s control of negotiations involves much more than the resolution of selling price. It includes structuring the transaction and defining the deal terms, along with obtaining maximum protection for our clients in the representations, warranties and indemnifications. These issues are of critical importance to a selling owner, often as important as the selling price itself. If they are structured properly, which is contrary to the norm accepted by most attorneys and investment bankers, it minimizes your risk of becoming involved in post-closing litigation that could put all or part of your transaction proceeds at risk. No investment banking firm serving the middle market understands the complexities and nuances of the representations, warranties and indemnifications like GS&A. Furthermore, no other firm is willing to expend the time and effort on these issues that GS&A does. We will ensure that your deal proceeds are completely protected from post-closing issues and liabilities. Our performance in this area has strongly contributed to our reputation as the most aggressive and persuasive negotiators advising selling owners of middle market companies. In over 30 years of completing acquisitions, no client of George Spilka and Associates has ever lost any money due to a post-closing issue.

We invite you to directly contact prior clients and obtain an independent perspective of the value that GS&A creates. Compare what our clients say about us to what our competitors' customers say about them. Decide who you want to advise and protect you during the complex and adversarial acquisition process. Contact us to obtain a list of references


George Spilka and Associates

Email: spilka@georgespilka.com

Phone: 412.486.8189