PSMJ's A/E/C Mergers & Acquisitions Essentials pre-conference workshop teaches architecture and engineering firm executives how to make smarter decisions and drive better deals... based on actual transactions that are happening right now in today's market conditions.

Add this one-day foundations program to your A/E/C M&A Summit registration for a fast and effective primer on the core principles driving the most successful transactions. You'll build your confidence, learn how the best deals come together, hear war stories about unexpected pitfalls, and get the guidance you need to execute a merger, firm sale, or acquisition that achieves your goals!

We kick off the A/E/C M&A Summit with an event overview and high-level look at the current deal market for architecture and engineering firms.

Are you sure an external firm sale is the only path forward? When two principal owners of 200-person strong architecture and engineering firm Abonmarche received interest from both an internal group of leaders and another firm, they faced big decisions. On one hand, the external buyer had the financial wherewithal to make the purchase and plans to bring the firm's leadership on board. Countering that? A group of firm leaders trying to organize an internal transition. In this case-study process discussion, we consider pros and cons of both options, getting your firm prepared to sell, due diligence challenges, and financing hurdles.>

Whether it’s a Private Equity transaction or a merger with another AEC firm, the key drivers to enterprise value are driven by backlog, margins, and utilization. However, firms have made major investments in innovation over the last decade that are rarely quantified as part of the enterprise value of the firm. This session will help your firm understand the methodology of developing, tracking and quantifying innovation spend and how it specifically translates to enterprise value. Market and technology forces have a significant impact on the built environment by influencing the types, design, and location of buildings and infrastructure that are constructed to meet the needs. These factors can shape the development and availability of buildings, infrastructure, and services over time, reflecting the evolving needs and preferences of society. Case Study: Thornton Tomasetti - Weidlinger Merger: TTWiiN A key aspect of this merger was the value of innovation and how it added to the enterprise value of the combined firm. The speaker was an advisor to the entire process and will share non-proprietary concepts from this case study as well as many other AEC case studies. Weidlinger’s Applied Science and R&D development teams complemented Thornton Tomasetti’s CORE studio and R&D initiatives and accelerated the firm’s ability to innovate. The Applied Science team also deepened Thornton Tomasetti’s analytical offerings across all its design and forensic services. The creation of TTWiiN, to incubate, develop and market product and service innovation, the firm will establish an R&D holding company.

• Internal: Ideation, Strategy, R/D, Commercialization, and everything in between.
• External: Investing, Piloting, Acquisition, Licensing.
• Ecosystem: How do you work with your Partners? Clients? Key transactions?.
• Culture: Accountability, Team, Execution

Remember the saying, “Culture eats strategy for breakfast”? Well, there’s more on the plate! This session will unveil the often overlooked yet crucial elements that help determine the success of mergers and acquisitions. From the pre-deal groundwork to the post-merger integration, discover the power of cultivating company culture, crafting a strong brand identity, and engaging employees for the long term. We’ll explore how other companies have navigated the human side of M&A and discuss when and how considerations relating to these factors come into play during each phase of your company's M&A lifecycle.

Get ready to rethink your M&A approach and elevate your understanding of the vital role that culture, branding, and employee engagement play in shaping your desired outcome. AEC principals who consider these elements as strategic imperatives, not an afterthought, will position their companies for a more seamless and prosperous M&A journey.

Donya is an AEC professional with 25 years’ experience spanning marketing, communications, and human resources. Her experience in mergers and acquisitions, brand management, public relations, crisis communications, and media relations, has been on a local, national, and global scale, and all within the AEC industry. During her career, Donya has been involved in over a dozen mergers and acquisitions including two multi-billion-dollar transactions. As Director of Marketing and Communications at LJA Engineering, Donya leads branding, communication, and marketing integration strategies supporting the firm’s dynamic M&A growth.

Join Mick Renshaw, CEO of Trilon Group, in discussing what’s causing the increased consolidation in the AEC space. Mick’s vast M&A experience from a variety of perspectives (buyer, seller, public, private) provides a unique viewpoint on all aspects of the M&A process; what buyers are looking for, what options exist for ownership transition, and what key considerations leadership should account for when determining the best course of actions for their company’s future.

In the fast-paced world of M&A deals, positioning your company to have quality, offline conversations with potential buyers or sellers is essential to success. It's not enough to just have a great reputation; you need to actively work towards getting a seat at the table with your target audience. We will discuss the importance of optimizing your M&A deal opportunity funnel and share key insights on how to effectively manage the data coming from these crucial conversations. Whether you're a seasoned dealmaker or just starting out, these strategies will help you get to the table and put you in a position to seal the deal.

Competition for deals in the A/E/C is still high, especially in the hot sectors and geographies, even with looming economic uncertainty and rising interest rates. HFW Companies will likely end this year having closed 7 acquistions, and CFO Dan Forguson will share his insights on factors both buyers and sellers should consider when assessing valuations.

• Approaches: income, asset, comparable transactions. Most A/E firms are asset-lite, so cash flow is the key driver over EBITDA.
• Sellers: The importance of market comps and how to get them. Income approach (DCF) - How the buyer thinks and be prepared to talk about projections. Importance of under-contract backlog trends. Why do larger firms typically trade at higher multiples. Understanding add-backs to earnings for valuation purposes.
• Buyers: Valuation vs appraisal – what is the investment worth to you? Getting a valuation tailored to your required rate of return, projected synergies, and post-closing growth expectations.

See how Private Equity strategy has changed, and will continue to evolve, to ameliorate seller concerns and drive stronger long-play deals:

You often hear a lot about the importance of the Integration process related to mergers. Often, it is made solely in reference to what happens after the merger is announced. Yet a large percentage of mergers are not successful or result in the loss of many of the employees involved. Leaving most of the integration tasks to be tackled after the effective date of the merger is a root cause of those failures. This presentation will be valuable to both buyers and sellers and will address the concepts associated with and the processes that are essential to plan and orchestrate the Pre-Merger tasks that will give you the greatest opportunity for success How to identify the key elements essential to the success of your business combination effort How to use a Pull-Planning Process to develop a task-oriented Pre-Merger Timeline. Strategies for managing a confidential process as more and more people are engaged in the effort over time. Legal options that provide comfort and security to both buyer and seller to support integration efforts in advance of the close. Options for publicity and marketing that begin in advance of the effective date. Peter Devereaux received a Master of Architecture from Yale University. Cesar Pelli was Dean and hired Peter to work for him upon graduation. In 1985, Devereaux left Pelli’s office in New Haven, CT to take a design leader role with a nine-person firm in Los Angeles where he eventually became a Principal. Under Peter’s leadership as CEO, that small firm, Fields Devereaux, grew to a staff of 175 people and expanded into three cities in California. In 2006, Fields Devereaux merged with HarleyEllis, a Michigan-based corporation established in 1908, to form Harley Ellis Devereaux, an integrated practice of architects, engineers, and planners. Today HED has 450 employees in eight cities nationwide and Peter currently serves as Chairman and CEO. Following the creation of HED as the result of the merger of two large firms in 2006, HED acquired several smaller firms to expand its service offerings and geographic reach.

For personel with sell-side A/E/C firms, there can be a disconnect between perception and reality of integration efforts and that impacts collaboration and cultural alignment in the short- and medium-term post-acquisition. Learn how to create integration teams and processes that have the capacity and authority to bring the selling firm into the larger group in a way that helps its employees buy in to the vision and purpose of the acquisition and helps employees in their individual career development. You can win loyalty by prioritizing smaller endeavors that will benefit employees individually.

In this session, you learn:

• Make Recommendations for Selecting and Organizing the Buy-Side Integration Team by Role
• Create Phased Approaches to the Three Key Areas of Desired Alignment: Sales, Operations, and Administration.
• Map Out a 9-12 Month Timeline for Prioritization of Integration Initiatives.
• Develop Practical Authority Matrices for Faster, Clearer Decision-Making by Sell-Side Leadership in Place on Day One.
• Foster Cultural Alignment by Letting the Seller’s Team Be The Teacher.

Marston Fowler is the Chief Operating Officer for Bonton Associates, a Louisiana-based civil engineering and infrastructure firm. Marston is an attorney by trade, and leads mergers & acquisitions growth strategy for Bonton Associates. Marston has been involved in five transactions as deal counsel on the sell-side and the buy-side and as an executive on the sell-side. His most recent transaction was a successful sale to a private equity of a non-engineering professional services firm where he led sell-side negotiations, due diligence, and post-transaction integration efforts.

As a business owner you don’t like to pay taxes. What if you could eliminate your capital gains tax when you sell your company? In this session we explain a tax-efficient alternative to a private equity transaction: the PE+ESOP Recap. It's more complicated than a traditional private equity transaction, but it could significantly increase your proceeds from a deal. The PE+ESOP Recap combines a traditional private equity transaction with a standard ESOP (Employee Stock Ownership Plan) transaction that generates the capital gains tax savings utilizing the Internal Revenue Code 1042 rollover. This traditional ESOP transaction has been used thousands of times using only bank financing for capital. Adding private equity capital into the transaction provides more liquidity for the owners and provides a value-added partner to help you grow your company.
Ira Starr, a founding partner of Long Point Capital, has been an active private equity investor for over 30 years, focusing on investments in founder, family and management-owned companies. Ira often utilizes innovative capital structures that are tailor-made to meet the goals of the owners - generating significant liquidity, maintaining valuable ownership, and potentially eliminating the capital gains tax in selected situations. Ira is a recognized expert and frequent speaker on private equity investing in the professional services (e.g. engineering, architecture) industry. In addition, Ira is a leader in the use of private equity in ESOP transactions.

Details coming soon. Check back soon!