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
||Positioning the Company
and Timing the Sale
||Valuing the Company
||Negotiations and Deal
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
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.
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
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:
exhaustive search of potential strategic domestic and foreign
acquirers through utilization of extensive on-line data bases.
to foreign acquirers throughout the world through the long-term
relationships that we have developed with international foreign
investment banking firms and commercial banks.
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.
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
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