FIRM SERVICES

Billow Butler & Company, L.L.C. (BBC) provides comprehensive transaction services for sell-side and buy-side mergers & acquisitions and private market financing for middle market clients. We apply our specialized experience and focused services to maximize client proceeds, increase the probability of closing and achieve the best possible terms with confidentiality, speed, and minimal burden on ownership and management.

SELL-SIDE MERGERS & ACQUISITIONS
Our sell-side success for clients can be attributed to our depth and scope of experience, ability to structure the sales process advantageously and our strong work ethic. We apply rigorous analysis, comprehensive buyer research, professional marketing, coordination of due diligence and our negotiation skills to maximize proceeds and minimize retained liabilities and risk. Attention to details from managing tax issues to post-closing adjustments ensures that no money is left on the table.

Sourcing Buyers
Attracting and communicating with the right buyers require skill and tenacious advocacy. For every company we sell, our team builds an individualized marketing plan and process. The marketing plan is developed to exploit competition amongst strategically-oriented buyers to achieve multiple premium priced offers.
Successful Closings
The divergent interests of buyers and sellers make closing deals unnatural events. Sellers are looking to optimize valuations and buyers are trying to minimize their purchase price. When sellers push buyers to the brink from a pricing perspective, scrutiny in due diligence increases exponentially. That scrutiny magnifies problems related to financial performance and projections, accounting, environmental compliance, customer concentration, employment agreements, and non-compete agreements.

BBC has a proven track record of managing this conversation and due diligence to ensure those issues don’t become deal-killers. We’re focused on keeping deals moving forward and protecting our client’s interests.
Non-price Terms
Issues such as post-closing balance sheet adjustments, survival periods, representations and warranties, indemnifications and liability baskets and deductibles all have a significant effect on both the net proceeds received and the amount of risk retained by the seller post-closing. Accordingly, we devote significant attention to the non-economic terms in the purchase agreement to ensure that our clients receive the most favorable contract terms.
Negotiation
For most business owners a sale of a business is a once-in-a-lifetime event. We've made careers out of doing it. This experience enables us to help clients navigate deals with more continuity, strategic foresight and tactical acumen. We’re comfortable pushing a buyer to the brink, but also know when to compromise in order to keep deals on track. The net result is a better sale price and the relationship between our client and the buyer is maintained, especially important during the transition period.
Confidentiality
Confidentiality is a deliberate part of every step of our marketing process in order to avoid disruption to management and employees and to maintain positive relationships with customers and suppliers. Everyone requesting confidential information is required to sign a Confidentiality Agreement.

For competitors that are included in the process, we tailor the timing of our approaches and marketing materials in order to ensure that sensitive information is not placed in the wrong hands.
Expedited Closings In deal making, time is the enemy. Hazards, including macroeconomic changes or developments specific to our clients' businesses or markets, can negatively impact a deal with the passage of time. We prepare to sell and then expeditiously execute a sale process in order to reduce risks.
Minimize Disruption
During the marketing process, is it essential that our clients' businesses continue to achieve the aggressive strategic and financial goals set by management and communicated to potential buyers. Our collaborative role minimizes disruptions and burdens on the seller so they can continue to focus on running their business effectively.
BUY-SIDE MERGERS & ACQUISITIONS
Billow Butler professionals work with clients to understand their corporate objectives and define appropriate strategic options. We begin with a buy-side advisory assignment to understand clients’ operations, financing needs, the competitive landscape, and the potential avenues for growth.

Idea Generation & Targeted Search
Our Managing Directors average 25 plus years of merger and acquisition experience across a wide range of industries. We apply our collective knowledge and network of contacts to help clients generate acquisition ideas, conduct targeted searches, and contact companies on their behalf.
Valuation & Structuring
As buy-side advisor, Billow Butler utilizes valuation, financing, tax, accounting, and deal structuring experience to assess suitability. We have a strong analytical orientation, which benefits our clients in negotiations with potential targets. We generate comprehensive cash flow models to aide in the valuation of potential targets and develop negotiating strategies. Our professionals measure potential results and value creation from various transaction structures and advise clients on the structures that meet shareholder and corporate objectives.
Execution & Financing
Senior members of the Billow Butler deal team oversee the day-to-day execution of a transaction. As buy-side advisor, we use our transaction execution expertise to improve the odds for successful outcomes. We have a proven track record of executing transactions in a wide variety of industries. Our professionals have financing, tax, accounting, private equity, and legal experience to put all of the pieces in place with the right timing.

If financing is required, we can leverage our extensive network of lenders and other capital providers to help our clients find cost efficient and flexible acquisition financing.
PRIVATE MARKET FINANCING
Our professionals have intimate knowledge of the capital markets and are well-versed in advising businesses that are undergoing shareholder recapitalizations, refinancing existing debt, raising equity capital to support growth, or raising debt financing to consummate an acquisition.

We provide seasoned advice that helps clients advance their capital needs in an efficient manner by avoiding dead ends and non-productive dialogue.

Efficient Capital Raise
By running an efficient capital raising process, we help clients achieve financing goals on schedule and with positive pricing terms. Our professionals can anticipate and identify potential financing issues early by performing extensive due diligence before approaching the investor community. This makes it possible to remedy issues before they result in a delay of closing. We leverage our extensive network of senior lenders, mezzanine investors, and equity providers to ensure a market clearing process.
Effective Marketing Materials
Our professionals analyze financing from a potential investor’s point-of-view. This perspective helps us prepare relevant and compelling offering materials. We understand what investors want to see and make sure our materials provide it. No business model is perfect, so rather than concealing imperfections, we believe that disclosure and proper positioning of potential issues is the most effective way to ensure a timely closing with no surprises.
Extensive Quantitative Analysis
We are diligent in preparing detailed, fully integrated financial models to optimize of our client’s capital structure. Our quantitative approach helps to ensure that pricing and covenant levels are negotiated to levels that allow proper cushion and financial flexibility post-transaction.