Innovation In M&A Closing And Post-Closing Services

Barry Price, Sr. Director Technology, SRS Acquiom
259
458
73

Barry Price, Sr. Director Technology, SRS Acquiom

Have you ever wondered how shareholders get that big payout after a private company is bought or sold? Historically in private target M&A transactions, an individual, often a shareholder of the selling company, would be named as the shareholder representative, and is assigned the tedious tasks of collecting paperwork, mailing checks, managing the escrow (typically 10 percent to 20 percent of the purchase price), handling legal claims or disputes that arise and distributing the escrow to the shareholders. The shareholder representative is also responsible for any payment issues, audit confirmations, tax reporting and filing, entity accounting, and more. The shareholder representative is legally and financially bound to the transaction for the duration of the escrow period, which is not only a burden, but also causes stress (both emotionally and financially) for the individual appointed.  

“The NetSuite accounting module transacts every deposit, individual shareholder payment, payee distribution, and monthly interest accumulation”

As a result, Shareholder Representative Services (SRS) was the first company to specialize in providing expert representation for shareholders and advocating for their interests in private M&A transactions. We handle legal dispute resolution, escrow management, and online reporting for deal parties, all under one roof. In 2013, we invented the first secure online payments solution, Acquiom Clearinghouse, and became SRS Acquiom: a provider of shareholder representation, payments administration, and escrow solutions - all with premier, client-focused customer support. We believe there are better ways to get private M&A deals done for shareholders, buyers and sellers, and we it all in NetSuite.

WHY NETSUITE?

The customizable, multi-function integration of accounting, ERP, CRM, eCampaign and web capabilities sold the founders of SRS Acquiom on NetSuite from day one. Now after engaging over 1,100 transactions valued at $185 billion, and working with 96,000 shareholders across 97 countries, NetSuite remains our database of record as we continue to innovate with new and improved services.

The NetSuite accounting module transacts every deposit, individual shareholder payment, payee distribution, and monthly interest accumulation. Our chart of accounts now represents thousands of escrows. The multi-denomination capability allows transactions in any international currency, and even in company shares. A key NetSuite customization capability is SuiteScript (JavaScript like) to custom code a fair allocation algorithm to make sure each shareholder receives his or her exact percentage of ownership.  

We use the standard account reporting capabilities of NetSuite for all of our transactions. With the addition of NetSuite third party extensions for check processing, ACH/Wire banking functions, and monthly reconciliation, we have full banking capabilities with our strategic banking partners. Standard invoicing and A&P functions for the company are also all in NetSuite. Standard records include sales opportunities, customer and vendor records, purchase orders, expenses, and bill pay. We've customized the flow of our business sales and A&P processes using SuiteFlow a graphic workflow tool.

The NetSuite ERP system is primarily used to store and organize legal contracts, shareholder communications, and letters of transmittal (LOTs) containing shareholder payment and tax instructions. With a web front-end, the web services interfaces of NetSuite, and an Adobe EchoSign integration for electronic signatures, SRS Acquiom is the first to offer online shareholder payments in days instead of the traditional weeks of paper handling that has been the standard in the M&A industry. The customization abilities of NetSuite and the supportive community of third party applications and consultants make this kind of innovation possible.

We have customized NetSuite to represent some very complex data relationships. Each deal starts with terms, important dates, and a capitalization (CAP) table, containing the list of shareholders and their ownership details. We've extended the NetSuite standard "Customer" and "Contact" records to represent every constituent in an M&A engagement: deals, advisory committee, shareholders, legal counsel, banks, CEOs, CFOs, etc. All of this information is CSV imported into NetSuite on a daily/deal basis.  

NetSuite custom records were added to represent ownership, certificates and permissions to deal documents, deal terms, claims and settlements, monthly statements and even individual escrow transactions. Imagine a VC involved in many M&A deals, with multiple funds in each transaction, and specific individuals in the VC that need access to one or more deals, some with signed NDAs to see the full terms. It is complicated, but represent able in NetSuite.

SRS Acquiom is the first company to collect a database of M&A deal terms. Each M&A contract we work with contains hundreds of terms and data points. We added NetSuite custom fields on deal records to record every deal's terms. Outsourced paralegals work securely through the NetSuite cloud to codify the data from the other side of the world. Analytics of our deal terms are published in deal study reports, presenting M&A best practices and revealing valuable industry trends. More importantly, this database combined with the analytics of dispute resolutions and deal escrow accounting behavior has enabled improved escrow management and investment solutions to accommodate the changing M&A landscape. NetSuite allows us to store all that data in one place.

A merger or acquisition is often a life-changing event for the clients in our NetSuite system. Providing professional customer support is essential. The NetSuite CASE management system underpins all of our shareholder communication, from voice messages, emails, fax and phone calls. All are recorded, automatically categorized by department, assigned to staff, escalated as needed, and tracked to completion. NetSuite's email template system is particularly useful in creating professional email responses for a VIP user experience. We are also exploring the built in knowledge base capabilities for easier question lookup and consistent staff responses.

THE CHALLENGE OF NETSUITE SUCCESS

Just as our success with NetSuite has been exciting, there are also exciting challenges.

We've heavily customized some modules of NetSuite and now find it challenging to turn-up other standard NetSuite features. For example, our use of NetSuite CRM is highly tailored to customer-centric operations and support. NetSuite also supports a full sales management pipeline of leads through prospects to opportunities and customers. However, we've already used those standard fields for operational data which, in the M&A industry, is legally binding to each shareholder. The fields can't be changed when our sales team wants to enter a new contact phone number or email.  

No problem, just add more fields, right? Well, sort-of. Overtime the flexibility of adding any custom field, record and script has impacted performance. We are currently engaged with NetSuite Professional Services to review our data architecture, fully understand underlying design trade-offs, and cleanup our data model. This is essential to our continued growth and scalability of the company.

These issues point to carefully architecting your NetSuite customizations and integrations - a challenge with any multi-function platform. Overall, NetSuite is an excellent choice for the success of SRS Acquiom. NetSuite has allowed us to be industry experts and innovators in M&A services, from the very first M&A deal to the thousands now in our NetSuite database.  

Wish you were a shareholder in a successful private equity company? I sincerely hope to see you in our database soon!

Read Also

The Emerging Revolution In Server Architecture

Kushagra Vaid, GM-Azure Cloud HW Engineering, Microsoft [NASDAQ: MSFT]

3 things CIOs and CISOs Need to Know to Keep their Company Secure

Malcolm Harkins, Chief Security and Trust Officer, Cylance

Big Data-A Boon to Supply Chain

Orhan Bazna, Sr Director of Global Supply Chain, Mondel─ôz International [NASDAQ:MDLZ]

Innovating Intelligently

Joe Iannello, VP & CIO, Capital Metro