Simplifying the M&A process with a well-vetted team
When it comes to mergers and acquisitions, your investment banker shouldn’t be the only member of your team you are closely vetting. A great M&A team should also be made up of a great set of attorneys—both inside and outside your organization.
For Minneapolis-based Devenish North America, bringing on the right lawyers proved to be invaluable as they were acquired by a company with operations spanning the globe. While almost all M&A transactions today consist of buyers, sellers and advisors located around the country, the global nature of this deal added to its complexity.
Devenish North America, which has operations across the US and Mexico and is a subsidiary of UK-based Devenish Nutrition Group, was acquired by EASY BIO Inc. in the winter of 2024. EASY BIO, a global leader in the animal nutrition industry, is headquartered in Seoul, South Korea, with operations throughout Asia and North America, including its US headquarters in Chicago.
With key players located across three continents, Devenish CEO Tony McEntee identified early in the process the importance of hiring a team of senior M&A advisors and attorneys that had experience working together across the world.
Putting the right team in place would allow McEntee to focus on running the business he was selling, planning for the future of business he was retaining, and being available during critical points in the transaction where he was needed.
“Having the team so focused on ensuring a deal that would please all parties allowed me to continue shouldering the day-to-day responsibilities of running the company,” said McEntee. “It’s tough to quantify how valuable that is…I know they are old fashioned kinds of words, trust and respect, but they still work. The collective team trusted each other to start with and earned each other’s respect as the deal kept going.”
Building the perfect team
On the M&A advisory side, McEntee turned to FOCUS, which had offices across the US and Europe and was familiar with executing cross border deals. The team at FOCUS consisted of senior bankers in the US and Ireland, along with senior analysts on both sides of the Atlantic.
McEntee then considered legal talent, beginning with hiring an attorney to act as his in-house general counsel (GC). Transaction processes often work best when there is an in-house GC that works alongside a dedicated M&A attorney. The GC works on behalf of the CEO to filter legal concerns, looking out for both the existing/carryforward company and the deal trajectory. The M&A attorney focuses on the transaction itself.
To find the right attorneys to fill these roles it’s important to:
- Ask advice from the people around you such as your investment bankers or accountants who work with attorneys on a regular basis, and
- Interview multiple people. A good M&A attorney should not only be competent, but have the right fit culturally. Chemistry and trust are important in these types of transactions.
Like many middle market companies, Devenish didn’t have in-house counsel on the payroll, so McEntee got creative. He contacted an attorney he had worked with previously, Barry Devereaux, head of boutique consulting firm DVRX Advisory, and hired him to act as de facto in-house counsel.
With over three decades of M&A and corporate legal experience across the globe, Devereux has been involved with some of Ireland’s largest and most complex transactions, including the privatization of Aer Lingus. This experience made him an easy fit for Devenish.
In-house GC’s also help to vet potential M&A counsel, ensuring they hire an attorney with the right experience for the job. The C-suite doesn’t always know what to look for in an M&A attorney, so that is where having a solid GC like Devereux comes into play. For the Devenish deal, Devereux used a concise “RFP” document to invite proposals from three potential attorneys. The approach allowed Devenish to understand and compare pricing upfront (inviting competition), but even more importantly gave them a structured process of interviewing attorneys to find the best fit for Devenish and the transaction.
A strong M&A attorney is essentially the wrangler for the transaction itself, deeply involved in the drafting, details and communications with the counterparties. They
should be focused and have great interpersonal skills and deal savvy to seamlessly encourage and prod everyone in the right direction.
Devereux and McEntee selected a highly accomplished and seasoned attorney out of Denver, CO, Kevin Kelly of Lewis Roca. With over 25 years’ experience in corporate, securities, and M&A matters across a range of industries, Kelly proved to be an exceptional fit.
“I didn’t know Kevin before this deal, but I knew when I met him that he was a real pro who’d seen it all,” said Devereux. “It was also clear that he had the right sensibility as well as credibility for our team. He was all about getting the job done, but he was flexible, practical, and brought an endless amount of good-natured patience—even when talking to Korea at 4 a.m.”
For Kelly, establishing trust with all the stakeholders is a core component of his approach to a transaction.
“To be able to have people trust you, that you will stand behind what you say, is absolutely instrumental to not just getting the deal done, but getting it done smoothly and having both parties be able to get around the obstacles that invariably present themselves,” said Kelly.
With this team in place, Devenish was able to meet an aggressive eight week timeline, going to market in October and selecting a partner by mid-December.
“What you had was a synthesis of leadership specific to every concern,” said Devereux. “I was the effective legal leader, Tony maintained focus on the business, Kevin was quarterback on the transaction details, and FOCUS took charge of the ownership transfer process.”
