The Buyer is a publicly-traded foodservice distributor to restaurants and foodservice customers throughout the United States.
The target was one of the largest independent sub-primal protein processors and suppliers with approximately $200M in annual revenue.
The Buyer needed assistance on target valuation, financial due diligence, and raising capital to complete the transaction.
FDP prepared a five-year financial forecast acquisition model for the Buyer and Seller to satisfy the requirements of several constituents, from Company management and the board of directors to the primary lender.
The financial forecast calculated anticipated loan covenants for the primary lender for both the Company and Target. The lender requested separate loan covenant and borrowing base calculations for the Company and Target on a monthly reporting cycle.
FDP determined how the transaction would be financed by the lending institution using a variety of lending sources:
– Cash flow term loan
– Equipment term loan
– ABL Revolver
FDP's analysis included return on investment calculations that validated the Target valuation. FDP created accretion and dilution analyses based on different valuation levels.
FDP forecasted sources and uses, purchase price allocation accounting, and the opening balance sheet for the Target.
The Buyer selected the acquisition Target intending to integrate them into the Buyer's operations, creating an embedded supply source for the Buyers' customer base as well as expansion into grocery stores.
The Company was able to make a compelling bid on the Target in a competitive auction process during a red-hot M&A market.
While the Company did not ultimately purchase the Target, it did create a sophisticated model to assess future transactions and improved its internal forecasting and modeling capabilities.