United StatesFreelance M&A Consultant Since September 16, 2019
Greg has executed over $20 billion of transactions from seed-stage venture investments to large corporate buyouts. His experience spans the capital structure and includes time at Lazard Frères and some of the top private investment firms on Wall Street. He has worked as as a fractional CFO, M&A and financing advisor, and board member. Greg enjoys freelancing as it allows him to work with a wider variety of clients and company maturities.
United StatesFreelance M&A Consultant Since June 6, 2022
Karen is a Fortune 500 transformative corporate executive with over 20 years of expertise leveraging the connection between strategy, risk, operations, people, customers, communications, and P&L management while leading and advising senior leaders on large-scale strategic and operational change. She established a track record of collaboratively leading globally diverse teams to create groundbreaking change in over a dozen industries. She has a dozen business turnrounds in her career.
FranceFreelance M&A Consultant Since March 13, 2019
A Paris-Dauphine graduate pursuing his MBA at Paris-La Sorbonne, Tristan has served as the CFO and director of strategy and development for a prominent subsidiary at Lagardere, a leading French media conglomerate. He possesses extensive strategy and finance experience and led acquisitions that drove an IRR of 30%. He freelances to help entrepreneurs and managers evaluate and implement financial and operational strategies to grow their businesses.
United StatesFreelance M&A Consultant Since July 19, 2019
Marc is a Harvard Business School graduate with honors, a former investment banker from Goldman Sachs, and private equity investor at The Carlyle Group. He has helped execute more than $70 billion worth of global M&A and financing transactions in the tech, media, telecom, infrastructure and sports facility finance markets. Marc enjoys freelancing to contribute his knowledge and skills to others while working on his own early-stage ventures.
United KingdomFreelance M&A Consultant Since August 5, 2019
Ali has advised on equity transactions amounting to USD $3 billion involving startups, mid-market companies, and private equity firms in various industries including healthcare, retail, and telecom. He holds CFA and CAIA designations and is currently pursuing his MBA at London Business School. Ali joined Toptal to advise clients on matters relating to corporate finance, M&A, fundraising, and business analytics.
United StatesFreelance M&A Consultant Since August 4, 2022
As a former KPMG and PwC consultant and Fortune 1000 executive, Barbara has collaborated with CXOs in diverse industries for 20+ years. She has diversified industry expertise across consumer and industrial products and services, manufacturing, logistics, eCommerce, retail, and technology, which gives her a multi-dimensional approach to problem-solving. Functionally, her work has spanned core operations and front- and back-office processes. Barbara is a mechanical engineer and Kellogg MBA.
Philip is a former PwC partner with over 30 years in Japan. He is one of the most experienced cross-border mergers & acquisitions (M&A) professionals in Japan. Phil founded and led the PwC cross-border M&A and PMI business and was a member of the global leadership team and creator of a worldwide integration methodology. Phil is bilingual and bicultural, bridges both language and cultural issues, and knows how to deliver in Japan and around the world.
United StatesFreelance M&A Consultant Since January 9, 2018
Ludwig has closed over $30 billion of transactions in the US and Europe at Deutsche Bank's investment banking division. He has worked closely with investment professionals at top firms like Blackstone and Starwood Capital on deals ranging from asset and business disposals to multi-billion dollar acquisitions. He joined Toptal to connect with other entrepreneurs and go-getters and share his knowledge around investing, financing, strategy, and M&A.
United StatesFreelance M&A Consultant Since September 30, 2019
George has worked on M&A, IPO, and fixed income transactions with a cumulative deal value of $20+ billion at renowned Wall Street banks including Salomon Brothers and Morgan Stanley. A Fulbright scholar, George is active in the fintech startup sector and was on the management committee of Houston’s largest independent bank. At Toptal, he enjoys refining business models and optimizing financing structures to maximize flexibility and profitability.
United StatesFreelance M&A Consultant Since January 16, 2019
Bertrand is a 25-year finance veteran with a true 360 experience, honed as an investment banker, venture advisor, project developer, CFO, and expert witness consultant in international arbitrations. He has advised and partnered on over 100 transactions and investment initiatives totaling over $16 billion. Bertrand is a seasoned problem solver and decision-maker with expert facilitation skills. Bertrand advises on M&A, corporate development, venture growth, project development, and financing.
CanadaFreelance M&A Consultant Since September 25, 2019
Suhail, a veteran who has worked at renowned Canadian private and public equity firms like Onex and Gluskin Sheff, has invested $3+ billion of capital. Now a corporate finance professor at York University, he started his career in the capital markets group at CIBC, helping underwrite $5+ billion of debt facilities. Suhail has collaborated with global family offices and many pre-series B technology companies as a freelancer. He has helped with all activities tied to raising capital.
Mergers and Acquisitions consultants are skilled in helping business owners with the complex work necessary to buy, merge, and sell companies. This guide to hiring a Mergers and Acquisitions consultant features interview questions and answers, as well as best practices to help you identify the top candidates for your company.
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Why is it important for a hiring manager to have an understanding of technical skills when it comes to hiring an M&A expert?
When you hire an M&A consultant, you should understand at least the broad outlines of what your applicants are talking about in terms of their knowledge and abilities so you can effectively evaluate them and whether they’re a good fit for your job. Additionally, gaining trust is one of the most important things M&A consultants do to help close a transaction. In order for you to be able to gauge their credibility and ability to win the trust of other financial professionals, you must be able to understand M&A terminology and technical skills, at least at a high level.
What’s the difference between hiring an M&A consultant or an investment bank for a merger or acquisition?
Investment bank teams will usually be involved in transactions of more than $100 million due to the larger scope and stakeholder requirements, but they are not the same as M&A consultants. The difference is that an investment bank is a regulated institution in the business of advising and transacting in securities, whereas a consultant is an advisor who provides advice and consulting services to run an M&A process but does not personally transact in securities. However, high-quality M&A consultants typically have a background or relevant experience in investment banking.
Fees for investment banking in middle market M&A transactions of $100 million or more can be up to 5% of the transaction size and may include mandatory retainer fees. These fees are in addition to accounting, legal, and any other deal fees. The client base for these services is typically larger and established middle-market and VC-backed companies that have sufficient capital and can derive a significantly higher transaction value by hiring a full investment banking team. The investment bank may also have a balance sheet and can provide debt to help facilitate an M&A deal for larger transactions.
Small and medium enterprises, owner-operator businesses, and startups may benefit from hiring a single M&A consultant to advise them. The fees will typically be much lower than for a full investment banking team, particularly for businesses under $50 million. These types of companies typically need only a consultant to help position the company for an M&A transaction, as well as help negotiate deal documents and transaction terms to ensure fair consideration.
What is the typical range of costs for M&A consulting services? Can I hire M&A experts on an hourly basis or for project-based tasks?
The costs of M&A services will vary widely depending on the size of the deal and the complexity of the businesses and transaction, as well as the consultant’s level of expertise. As a rough estimate, expect to pay ~5% of the transaction price or more to an M&A expert you hire to help sell your business. When you’re purchasing a business, the fee will depend on how much support you want in sourcing, negotiating, and closing the deal. Typically, M&A consultants charge hourly for these services in order to help the hiring enterprise manage costs. In limited cases, M&A consultants can work on specific project-level mandates.
Why are mergers and acquisitions important in today’s economy?
Mergers and acquisitions can be helpful growth strategies when a business is having difficulty growing organically through its sales channels. A business owner who has grown a business for years and is looking to cash out may want to find potential buyers willing to pay the best possible price for it. Finally, a business may decide it’s wise to sell or buy a company that is struggling.
What are the potential risks and challenges of an acquisition?
There are a myriad of potential risks and challenges to transacting an acquisition, whether you’re the buyer or the seller. Financial risks include the possibility that the target company’s financials may not be accurate or that the potential buyer may incur financial liabilities by purchasing the target company. Legal risks include pending litigation or legal liabilities that the buyer might inherit. There might also be legal reasons that the company cannot be sold to or operated by the buyer. Operational risks include the chance that the company won’t be able to continue to operate in the same way with similar economics as before. It’s important to discuss key financial, operational, and legal risks specific to each transaction with your M&A expert to find out how they can help you quantify, qualify, negotiate, and manage these risks.
What is the importance of due diligence in an M&A buy-side process?
Due diligence is the process of gathering and verifying relevant information about a company or person to enable the diligent, or “ordering” party (which can be either the buyer or the seller), to make an informed decision. The due diligence process should expand upon any information that the parties already hold but should also provide additional information that may affect the ultimate beneficial owner, including media coverage, litigation, enforcement actions, or reputational concerns. For buyers, thorough due diligence reduces the risk involved in purchasing another company. Adequate due diligence gives the buyer transparent oversight and equips buyers to make an informed decision about whether to proceed, adjust the terms, or walk away.
I want to buy or sell a business—what should I do?
First, set up a meeting with an M&A consultant. They can help you consider the particulars of your situation as you discuss specifically how they would advise approaching it. As they outline their methodology, you should be able to gain a sense of what your options are and what steps it makes sense for you to take.
Eric is a financial services professional with more than 14 years of experience as a sell-side, buy-side, and startup professional advising on debt and equity deals from $10 million to more than $1 billion. While at Apollo Global Management, he deployed more than $2 billion into funds across various structures and sectors.
Business Owners Considering Strategic Opportunities Need Mergers and Acquisitions Consultants
Despite a challenging economic environment, 2022 saw a return to robust mergers and acquisitions (M&A) activity, with transactions nearing pre-pandemic levels, according to The 2022 M&A Report from Boston Consulting Group. No matter which way the economy shifts, high demand for M&A specialists is likely to continue throughout 2023 and beyond.
It can be difficult to find the right M&A specialist for your project because it’s important to identify someone who not only has expertise, but also has familiarity with your specific needs, which can vary based on your sector, the maturity of your company, and whether you want to buy or sell—and why. While one of the most common M&A scenarios involves a retiring owner/operator wanting to sell their business, that’s just one of a myriad of reasons a business owner may want to pursue strategic M&A opportunities. Other common reasons include acquiring a related or complementary business, merging with another business (which can include seller notes, stock for stock, and other equity considerations), or rescuing a distressed business that might otherwise fail. In each case, there may be nuances that only a qualified M&A consultant—who’s worked on similar use cases—will understand fully.
This hiring guide offers insights into how to hire the best M&A consultant for your particular needs.
What attributes distinguish quality Mergers and Acquisitions Consultants from others?
When you’re looking for a specialist, experience is the most important factor in ensuring a successful M&A process. Ideally, your candidate will have a minimum of 10 years of experience in executing M&As generally, as well as specialized sector experience relevant to your company or goals. The best M&A consultants are also creative and adaptable, as every M&A transaction has unique circumstances, stakeholders, and process nuances.
In general, pay attention to a consultant’s experience in executing transactions, including their demonstrated ability to find the right counterparties—that is, prospective buyers or sellers, or companies seeking a merger—to close a deal. In addition to track records of brokering deals, candidates should have experience forecasting three to five years of financials and know how to use the best methods and data sources to drive accurate, attractive valuations for business owners.
How can you identify the ideal Mergers and Acquisitions Consultant for your project?
In addition to the requisite level of experience generally and substantial experience with your sector and use case specifically, a qualified M&A consultant must possess a variety of hard and soft skills.
Technical skills include:
Financial modeling – M&A consultants should be proficient at building financial models to analyze and evaluate the financial implications of potential deals.
Valuation – To determine the fair market value of a company, M&A consultants should be able to use a variety of valuation techniques as situationally appropriate.
Financial analysis – M&A consultants need to perform in-depth financial analysis of a company’s financial statements to identify strengths and weaknesses.
Corporate finance – An M&A consultant’s familiarity with the intricacies of concepts such as capital structure, cost of capital, and financial planning and analysis is key.
Soft skills include:
Strong communication – The consultant will be working directly and extensively with management to articulate complicated concepts, as well as understanding and incorporating client feedback.
Research and presentation expertise – The consultant will need to perform a great deal of company- and industry-specific research as part of the M&A underwriting to facilitate a successful process. They’ll also need to be able to share their results in clear, easy-to-comprehend formats.
Creative critical thinking and writing – The consultant will need these crucial skills for presenting and supporting an argument persuasively, as well as for explaining the methods used.
Project management – The consultant will need good organizational skills, as any M&A transaction involves a large number of stakeholders and counterparties who will need to be coordinated at various stages.
Depending on your M&A situation, it may make sense to consider beginning the hiring process early—well before you sign a letter of intent (LOI). Many businesses hire an M&A expert initially to investigate opportunities to buy competing or complementary companies, to outline what that acquisition process would look like, and/or to assist in developing a list of target companies to acquire. Likewise, sell-side companies may hire M&A consultants to take similar steps from their side, such as identifying prospective buyers.
How to Write a Mergers and Acquisitions Consultant Job Description for Your Project
First, clearly describe your business sector and goals, including the stage you’re at in the M&A process and establishing whether you’re buying or selling a company. This will help candidates with relevant experience self-select based on their knowledge base, as well as give them a better sense of the nature of the project.
Next, list the documents you think the M&A specialist may need to use. At this stage, you don’t need to have these materials on hand and ready to go, but think about the steps necessary to acquire them and at what point in the data collection process you’ll want the M&A expert to step in. It’s also a good idea to compile a list of stakeholders the consultant will work with. Including information about the scope, intensity, and length of the work you need performed will help both you and potential candidates understand what realistic project deadlines and budgets might look like.
Finally, be clear about your expectations in terms of qualifications and experience, including any requirements for advanced or specialized expertise. Be specific about what you need.
What are the most important questions to ask when interviewing Mergers and Acquisitions Consultants?
By the time you’re ready to interview candidates, you’ll understand their education and prior positions, so you can delve directly into their experience and how it applies to your particular situation. Here are questions to consider asking candidates:
Can you describe your experience working on M&A deals?
Ask how recently their latest deal was executed and whether they have experience working on deals similar to the type you wish to transact. Expect each candidate to detail how they approached the case and pay attention to how detailed and specific their approach seems. The more familiar they are with your kind of use case—and the more recent their experience—the better suited they will likely be to your project.
How do you approach financial modeling for M&A deals?
Financial modeling is one of the most important tools for an M&A advisor. You should inquire about how a candidate would approach modeling your business, specifying the types of deliverables you expect and investigating the candidate’s relevant experience. Don’t forget to ask them about their software skills too: Typically, Microsoft Excel will be the primary tool for M&A financial modeling, and deliverables will be provided in Excel or Google Sheets formats.
Can you describe your approach to valuation?
It’s important to understand how the interviewee would calculate the valuation of the relevant business, especially if it’s in a niche market such as fintech or the startup space. If you’re looking to buy a software company, for example, be sure your M&A expert understands how to value intangible assets and is aware of other industry-specific nuances. While you may not be familiar with all of the available valuation techniques, the candidate should be able to explain what approaches they would use and why.
How do you conduct due diligence in M&A deals?
Nearly all processes will involve due diligence once a purchase or merger agreement has been signed. The industry/sector, business model, stage of the company, and other factors will drive specific diligence items, but in general, you should expect the due diligence process to cover legal, financial, operational, and other key business lines of inquiry.
What steps do you follow in your workflow?
While no two deals are the same, a typical M&A process workflow typically includes the following steps:
Step 1: Define objectives and stakeholders.
Establish the purpose of the transaction—for instance, to sell a company, buy another company, or merge one business with another.
Identify the stakeholders.
Determine the methods and data sources most appropriate to the valuation objectives and stakeholders of the scenario.
Step 2: Gather data.
Compile information about the target business, including business operations, management structure, facilities, and anything else that’s relevant.
Aggregate all historical business financials and develop a financial model and projection.
Define sensitivities and risk scenarios.
Step 3: Conduct research and analysis.
Perform in-depth analysis of company documents, audited financial statements or tax returns, business operational information, intangible assets, macroeconomic and business-specific risk factors, and other data.
Research macroeconomic factors, industry- and business-specific economic factors, industry trends, and risk factors specific to the business model.
Analyze the competitive positioning and go-to-market strategy, and create a business overview of the target company.
Analyze comparable public and private industry transactions and trading multiples.
Step 4: Define valuation targets.
Identify and implement valuation adjustments for specific business risk factors
Review the company’s description and market positioning as they relate to valuation.
Perform an industry-specific review and assessment of prevailing economic conditions and trends that may affect valuation.
Complete historical and projected financial statements in line with business valuation standards.
Consider, underwrite, and execute industry- and scenario-specific valuation methodologies using best practices. While there are many valuation methods a candidate or business can use, the three most common are comparable company analysis, discounted cash flow analysis, and precedent transaction analysis.
Validate all assumptions and results.
Arrive at a customized, comprehensive, and defensible business valuation or range of valuations.
Step 5: Create investment memorandum to buy or sell a target company.
Craft a preliminary draft. Every investment memorandum will be nuanced for its unique business, but generally, each should include an in-depth overview and analysis of the operations and competitive position of the target business, an industry overview, a financial analysis of historical and forecasted performance, a valuation overview, an overview of the management team, and a description of the proposed transaction.
Revise the preliminary draft, as needed, per stakeholder input.
Issue the final report with customary disclaimers, representations, and warranties.
Step 6: Conduct the M&A process.
Sell-side – Draft a potential investor list and reach out to them to solicit offers for the business.
Buy-side – Offer a bid for the target company.
Participate in negotiations to agree to key deal terms.
Prepare relevant documentation such as term sheets, nonbinding LOIs, and formal purchase or merger agreements.
Conduct due diligence.
Step 7: Close the merger or acquisition transaction.
Set a timeframe. Closing timelines will vary greatly, but once due diligence is completed, a small to medium business transaction can close quickly, while larger companies may face regulatory requirements to close that can take years to complete. The M&A expert may help the company develop post-merger integration plans at this stage as well.
Finally, be sure to evaluate a candidate’s interpersonal skills. A successful merger or acquisition process requires collaboration and trust between management and the M&A consultant, so it is important to develop a rapport.
Why do companies hire Mergers and Acquisitions Consultants?
When business owners want to sell their company or a business division, acquire another company or business division, or merge with another company or business unit, they’ll typically turn to an M&A advisor to manage the process.
An M&A advisor is a financial professional with experience running all aspects of this type of transaction, including conducting research, building financial models, determining company valuations, and drafting documents such as LOIs and investment memorandums, as well as soliciting offers, negotiating terms, and closing the deal. In some cases, they will advise on post-merger integration too. Firms may hire M&A experts as early as the planning stage to help with initial exploration, research, and strategy as well. Finding the M&A specialist who is the right match for your company’s transaction can help ensure that the complicated process is completed promptly, effectively, and professionally.