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Divestitures
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Every successful divestiture, whether the sale of a closely held private company or the divestiture of a division of a large public corporation, is the result of blending two stories: the seller’s story for the market and the buyer’s own internal strategic story. Tucker Capital Corporation, and its Tucker Alexander affiliate (“Tucker”), are highly skilled at developing and selling the essential rationale for that blended story. Whether managing divestitures for Williams-Sonoma (Gardeners Eden), Coldwater Creek (Milepost Four), Disney (Childcraft, Just For Kids, Playclothes, Childcraft Education) or Torstar (Miles-Kimball Company), we customized the acquisition rationale for each potential bidder into a narrative that is authoritative, compelling and authentic.
Our process is simple but rigorous: we become part of the management team and, working closely with key employees, educate ourselves as to the company’s goals, skill sets, resources, historical financial performance, competitive environment and prospects for the future. We highlight the company’s future potential, reinforce its historical strengths and identify weaknesses as potential opportunities for prospective buyers. Our depth of experience with catalog and publishing companies makes our approach particularly compelling as we bring the varied experience of many previous industry transactions. The end result is that Tucker is known for being skillful at deal structuring and tough but fair at the negotiating table, all of which enables us to achieve the best deal for our clients.
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Acquisition Programs
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Tucker is often engaged to conduct comprehensive
acquisition programs on behalf of its clients. These
engagements, typically initiated by the client’s CEO,
commence with an analysis of the strategic options
facing a company. When it is sufficiently determined
that growth via acquisitions is the best strategy (a
process which Tucker sometimes spearheads but always
participates in), Tucker commences a thorough
evaluation of the target industry and its competitive
structure. Tucker gets inside the industry in question,
develops profiles of the key players, identifies the
success factors and the industry dynamics. All the
players are identified, both public and private, and a
detailed competitive database is built. We help our
clients develop a working acquisition screen which is
then applied to the database to identify promising
candidates. The screened candidates are ranked by
acquisition selection criteria and a strategy for
approaching potential candidates is carefully devised.
Rarely are target companies for sale. It is necessary
to make a compelling case to a target company as to why
a relationship with our client is in their best
long-term interest. Tucker manages the initial approach
with great care and patience and brings the target
company to the table with realistic enthusiasm for
further discussions. Having convinced our targets of
the wisdom of an alliance, Tucker spearheads the
crafting of a deal as well as the comprehensive
negotiations which follow. Tucker coordinates all
aspects of the negotiation process right through to
close and typically assists the client in creation of a
comprehensive post-acquisition transition plan.
An indication of Tucker’s thoroughness in its
acquisition efforts is the frequency with which we have
been asked to participate in assisting in the ongoing
management of an acquisition post closing. Tucker has,
and continues to, actively participate in monthly
management meetings for many of the acquisitions we
closed. We have completed successful acquisitions for
companies like Torstar (nine companies over 7 years
which established them as the 4th largest supplemental
educational publisher in the US, followed by two more
in 2003 and 2004), Bayard Press (the world’s largest
Catholic publisher’s first acquisition in the US,
followed by two more in 2003 and 2004), and The
National Geographic (Trails Illustrated and
Wildflower
Productions, the first two acquisitions since its
founding in 1888).
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Corporate Strategic Alliances and Joint Ventures
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Unlike many investment bankers, Tucker is widely experienced in identifying, structuring and closing appropriate strategic alliances for our clients. We focus our attention in these assignments on finding the right partners for our clients, and working to insure that the alliance or joint venture is coherent and fully integrated. Joint ventures or strategic alliances will often involve a number of non-financial factors: they could serve the interests of the client’s brand, they could offer future market opportunities not immediately available to Tucker’s client, they could even provide the client’s management with an opportunity for professional development (i.e. working with another company of equal energy or stature). Frequently such transactions are driven by a strategic plan that Turcke has also helped develop for its client.
We structure partnerships with a practical eye towards accurately measuring management capability and culture, anticipating unexpected changes in market and/or partner expectations. We even involve ourselves in product development and its relationship to strategy. Many partnerships and joint ventures fail and Tucker believes it is the work accomplished before deals are signed that will yield success or disappointment.
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Due Diligence and Management Reviews
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Whether facilitating a divestiture or acquisition
assignment, Tucker conducts an aggressive due diligence
process to ensure our clients' crucial information
needs are met. Whether for an acquisition candidate,
divestiture or strategic advisory transaction, Tucker’s
due diligence and management review process provides a
disciplined gathering, analysis and assessment of
critical company data. We provide a turn-key assessment
that covers all the major organizational functions.
Tucker spearheads the process of gathering information
with a proprietary list of customized questions for
each functional area. We interact with professionals
such as accountants, attorneys, human resource
professionals, and information technology specialists,
etc. as determined by the situation and we coordinate
their due diligence efforts in the least disruptive
manner possible. Tucker oversees the comprehensive
logistics related to the due diligence process
including point-of-contact, schedules, meeting agendas,
documentation discovery, tracking and dissemination. We
work with our clients to assess and filter the data,
collaborate findings, and identify key areas of concern
that require further due diligence. This information
might also form the basis for a transition plan in the
event the transaction proceeds.
