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Client Case Study: Professional Disability Associates sells to The Advocator Group

In the recent sale of Professional Disability Associates to The Advocator Group, a subsidiary of Brown & Brown, we facilitated a mutually beneficial transaction by helping to manage the deal while the owners kept running the company. Deal or no deal, our eyes stayed on what was important and best for PDA’s owners.

Issues & concerns

1. After a year of discussions about how to team up with The Advocator Group, the owners of Professional Disability Associates sensed an offer to buy their company was imminent; they worried that negotiating the transaction might distract them from running their business. PDA had earned some major growth opportunities that could not be jeopardized, merger or not.

2. The owners had concerns because they knew that selling a business is an enormous amount of work for an already busy executive team. The CEO needed help he could trust to get the merger done, while he kept running the company.

3. Because the owners value relationships they can trust and it was critical that they find a partner who shares their values, PDA was concerned that some M&A advisors might not always have an eye on what was best for them.

Transaction highlights

1. Professional Disability Associates was a founder-owned business services company with $15 million in sales.

2. The buyer, The Advocator Group, serves similar customers to PDA and the leaders of both organizations had developed an ambitious business plan for their combined businesses. The Advocator Group is a division of publicly traded Brown & Brown Insurance, a repeat acquirer of insurance-related businesses.

3. PDA’s owners and their lawyer, John Carpenter of Bernstein Shur, were sensitive to the amount of work a transaction involves and wanted investment banking help that would facilitate a transaction, negotiate business terms and work well as part of a project team to pursue a single opportunity.

4. Our job was to fill one role on a collaborative deal team. We interfaced with Brown & Brown’s corporate development staff, while John Carpenter worked with Brown & Brown’s counsel and PDA’s leaders developed post-deal plans and relationships with their future colleagues. We helped by clarifying the business terms of the deal, from before the Letter of Intent through closing, and by mitigating the risk of confusion or miscommunication through the entire due diligence and negotiation process.

Oaklyn Consulting is the advisor of choice for helping middle-market companies with capital strategy decisions and small or complex transactions. We serve as a guide, not a broker, providing middle market investment banking services as consultants with a time-based billing structure.

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