Typical Transaction Exposure
M&A Sell-Side Advisory
As a sell-side advisor, Baird gains an extensive understanding of the client, its financial performance and its competitive position in the industry. To set clear expectations, a team of Baird investment bankers develops and communicates to management its thoughts on valuation. Through extensive financial due diligence, operational analysis, facility visits, management interviews and industry analysis, the team assesses the appropriate marketing strategy and develops the appropriate list of potential acquirers or merger partners.
Once the client approves the marketing strategy, the team begins the marketing process by drafting strategically written marketing materials. The team contacts potential acquirers through a highly tailored calling effort. Based on preliminary bids, the team and the client select a final list of potential acquirers. The team coordinates and supervises further due diligence opportunities for selected bidders through financial due diligence, meetings with management and facility tours.
Once a final bidder is selected, Baird, the client and a team of legal advisors negotiate the most beneficial terms possible in a purchase agreement. Baird works diligently to efficiently close the transaction under the right terms so management can focus on running the company through the entire process.
An Analyst's Perspective…
I came to Baird because I wanted the opportunity to work with middle-market clients in a fast-paced, dynamic atmosphere that would foster my professional development. One highlight of my first-year experience was working on this sell-side transaction – a challenging, yet rewarding, project that substantiated my decision to work at Baird. By being involved in every step of the process, I was able to learn more about the intricacies of the advisory process and strengthen my financial analysis and communication skills. Additionally, the deal team was small, which allowed direct and daily contact with both senior bankers and client management. Overall, while my workload as a first-year analyst met my expectations, the quality of my experiences far exceeded them.
M&A Buy-Side Advisory
As a buy-side advisor, Baird assists a company through every step of the acquisition process. A team of Baird investment bankers perform due diligence on the potential acquisition target. The team gains an understanding of the value of the target through extensive financial modeling and analysis. They assess the target's competitive position within the industry and analyze the strategic fit within the potential acquiring company.
In the process, the team assesses the potential for other competitive bids and analyzes the financial limitations of each potential bidder. Baird monitors the performance of the target throughout the process and continuously assesses the need for purchase price adjustments.
If our client is selected as the final bidder, Baird helps the client obtain optimal financing and works with a team of legal advisors to negotiate the most beneficial terms possible in a purchase agreement. Baird works diligently to efficiently close the transaction under the right terms so management can focus on running the company through the entire process.
An Analyst's Perspective…
My experience working on this buy-side transaction was truly the turning point of my first year as an analyst. Since Baird typically uses small teams, I was assigned as the sole analyst involved in the deal, accompanied by a first-year associate. Both of us were figuratively wet behind the ears and were given plenty of room to struggle and learn without being spoon-fed instructions.
Our senior bankers were always available to assist us, but they had enough confidence to let us solve problems on our own. In addition, the senior bankers solicited and listened to our opinions about various aspects of the transaction and would often challenge our positions (even if we were right) to enhance our knowledge of the M&A process.
I also had the opportunity to participate and interact in conversations with senior management. I found this to be a very challenging assignment. In all, my experience from this transaction allowed me to fully grasp the technical aspects of being an analyst, as well as begin to understand the qualitative skills necessary for success in the M&A advisory market.
Equity Capital Raising
Public Equity Offering
As a lead or co-manager of an IPO or a follow-on offering, Baird is responsible for helping a client raise capital in the form of equity. A team of Baird investment bankers performs extensive due diligence on the client's operations, financial projections, business plan, strategy and legal and environmental issues.
The team is instrumental in drafting the offering prospectus to be filed with the SEC. The team and the client collectively develop roadshow presentation materials for current and potential institutional investors. If Baird is the lead manager, members of the deal team accompany company management throughout the roadshow as the management team presents to institutional investors. After the roadshow, pricing is determined and final bring-down due diligence occurs with all underwriters and the client's legal advisors. A final registration statement is filed with the SEC.
An Analyst's Perspective…
As a first-year analyst at a middle-market-focused investment bank, I was given the opportunity to participate in a lead-managed secondary offering within an industry of particular interest. It was a great experience. As part of the Baird team, I was involved in every stage of the process and felt as though I was an integral part of the overall success of the transaction. I was given a significant amount of responsibility from the other team members and held accountable for my overall performance.
Before this experience, I was primarily involved in advisory roles in which I acquired a completely different skill set. This project gave me the chance to interact with the company's management team as well as bankers from other firms, lawyers and accountants. It also allowed me to broaden my accounting and financial skills. I also had the opportunity to further develop my communication and presentation skills. The assignment gave me a better sense for how dynamic the market is and the ability of Baird's investment bankers and institutional sales people to respond to a constantly changing financial landscape. The eventual success of the offering only served to enhance the positive overall experience I had while participating on this project.
Private Placement of Equity
Baird helps its clients raise capital through a private placement of equity with institutional investors. As representatives for the client, a team of Baird investment bankers performs extensive due diligence on the client's operations, financial projections, business plan, strategy, and legal and environmental issues. The team assesses the appropriate marketing strategy and develops a list of potential investors. Once the client approves the marketing strategy, the team works with the client to draft a private placement memorandum for distribution to a strategically selected group of institutions. The team and the client collectively develop roadshow presentation materials. Members of the banking team accompany management throughout the roadshow. The banking team receives and evaluates initial indications of interest. After the team and the client select a final bidder, the client and a team of legal advisors negotiate the most beneficial terms possible through a private placement term sheet. The client signs a definitive agreement and files the appropriate documents with the SEC.
An Analyst's Perspective…
Coming right out of undergrad, I knew I wanted to learn about how companies work. Taking a position at Baird was one of the best decisions I ever made. Over the past year, I have met and worked with CEOs and CFOs of prominent middle-market companies and obtained an inside look at how they run their businesses. I have also had the opportunity to work closely with senior bankers on a daily basis and have been exposed to a number of industries and transaction types. I don't think I would have received this same level of exposure and client interaction at another firm.
There is no typical career path for analysts within Baird. Analysts are able to determine their own path based on their performance and individual preferences. Opportunities arising from the analyst program may include:
Baird provides selected senior analysts and associates an opportunity to participate in an expatriate program. These associates typically relocate for an extended period to Baird's London office where they continue to provide analytical support on European or cross-border mergers and acquisitions.
Baird Scholar Program
The Baird Scholar program recognizes, rewards and retains exceptional analysts and associates who desire to pursue their MBAs and return to Baird after completing their studies.
After their third year, high-performing analysts may be promoted to associate. Analysts would be placed into one of the sector teams or product teams.
Other Career Alternatives
Regardless of the career path chosen, analysts acquire skills that afford them many opportunities. Some analysts choose to pursue the private equity industry, either within Baird's own Private Equity group or with outside private equity firms. Other analysts have pursued business school or roles within clients' organizations that sometimes result from Baird relationships.