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Earlier this week, we told you about the fire sale that was going down at LECG Corp. LECG was selling off various units to FTI Consulting, Grant Thornton and WeiserMazars to try and pay down a portion of the $27 or so million that they owed on their credit facility. After speaking with Doug Phillips, the managing partner at WeiserMazars, we have learned that the deal has officially closed and few more details about the units they acquired in the deal, including their move into the Chicago market.
As we reported on Monday, WM is picking up five partners and approximately 40 staff from LECG. Mr Phillips told us that “we are very excited” about the transaction and these professionals will join the commercial and insurance audit practices as well as business advisory services. The majority of the new professionals will be located in the firm’s Horsham, PA location while one partner and approximately ten staff will be located in Chicago.
Mr Phillips told GC that this acquisition strengthens WeiserMazars’s “insurance, commercial and business advisory services, as well as solidifies our presence in the Philadelphia market.” Perhaps more importantly, however, is that “[WeiserMazars] now has a presence in the Chicago marketplace,” Mr Phillips aid. This will mark the 9th location for the firm in a key market for a firm that appears to have some wind in its sails after last year’s combination of Weiser and Mazars. We’ll be keeping an eye on them as things progress after this latest move.
Check out the WeiserMazars press release for more details.
LECG Corporation, a global professional services company that specializes in “global litigation; economics; consulting and business advisory; and governance, assurance, and tax expert services” is spinning off five practice groups to help pay off $27.8 million on a credit facility. Two of the expert groups are going to FTI Consulting, Grant Thornton is picking up two groups and also a third that is being split with WeiserMazars. News of this fire sale has given LECG’s stock price a serious case of the Mondays (bolding is ours).
The tenth amendment to the credit agreement is expected to tion several practice groups to other firms and determines the process for similar transactions in the immediate future. The tenth amendment also will limit how LECG may use its cash until it repays its lenders. The facility matures on March 31, 2011 and approximately $27.8 million is outstanding. Absent sufficient proceeds from the transition of practice groups, the company will not have adequate cash resources to repay amounts outstanding under the facility.
The transaction with FTI Consulting, Inc. involves the transition to that firm of LECG’s International Arbitration and Aviation Competition practices and is expected to be effective today, subject to satisfaction of closing conditions, including the consent of its lenders to the release of liens on certain assets to be transferred. Terms were not disclosed.
The company also signed a letter of intent with Grant Thornton LLP to transition the company’s tax and business consulting groups. Simultaneously, the partners of LECG Partners, LLP, which provide attest services under an alternative practice structure, will continue to provide their professional services with either Grant Thornton LLP or WeiserMazars LLP.
The announced transitions will involve approximately 350 employees in Atlanta, Albany, Cambridge, Chicago, Devon, Harrisburg, Houston, New York, Schaumburg and Washington, DC.
Doug Phillips, Managing Partner of WeiserMazars told GC that the firm is “working to close the agreement” and that it is expected to finalized this afternoon or tomorrow morning. WeiserMazars will assume five partners and 40 professionals and they will be based in their Horsham, Pennsylvania office. Messages left with Grant Thornton, FTI Consulting and LECG were not immediately returned.
These spin-offs are occurring less than a year after LECG merged with Smart Business Advisory & Consulting, however a quick glance at their last three income statements shows drastically dropping revenues from $370.43 million in 2007 to $335.68 mil in 2008 and $263.20 mil for 2009. Cash flow from operations was also trending negatively for the last three years and the company’s equity is dwindling.
By the count in the LECG/Smart press release, the company will have around 300 employees remaining after the transitioning of these practices groups is finalized. Not too good, man.
Despite all this, Deloitte’s most recent audit opinion was a clean one with no indication that the company was having problems. This fire sale of revenue-producing assets tells a very different story and we can’t say that we’d blame anyone that was thinking about rushing for the exits. If you’re in the know, email us and we’ll update you as we learn more.
After poking around a little bit, we have a bit more to share (although more questions seem to persist). A source familiar with the consulting industry informed us that FTI Consulting was very interested in LECG’s European locations however, there’s nothing in the press release that indicates that this was part of the deal, despite the fact, our source said, that Paris is major hub for international arbitrage. Our source speculated that LECG would liquidate in the next 60-90 days which confirmed the thoughts shared with us by a source close to LECG.
One other interesting item of note – Grant Thornton continues its expansion, with the pickup of these tax, advisory and attest groups. It’s not entirely clear what areas in advisory GT picked up here but we’re definitely seeing Stephen Chipman’s dreams of my dynamism (yes, it’s a word) in action.
Joseph DiStefano writes over at PhillyDeals that the deal would “[leave] about 1,000 with LECG in its remaining units.” Our previous number was based on the 650 cited in the March 2010 press release which appears to not have included the number of Smart employees that were added to the headcount.
DiStefano also published portions of a letter that LECG Managing Director John B. Stine II sent to clients:
“I am very excited to report that our tax, compensation & benefits, consulting and certain components of the audit practice of LECG (formerly SMART Business Advisory and Consulting) have joined Grant Thornton in its offices in Philadelphia, New York, Chicago, Atlanta, Portland, and London.
“Grant Thornton, the sixth largest firm globally, proved to be the best choice among the 11 accounting firms and 6 consulting firms that pursued our team.
“In only 10 days, Grant Thornton went from an initial one-on-one meeting to Board approval and sign-off of a deal that brings over 300 professionals to the firm…
So based on that it sounds like there were a bunch of firms in the mix and Stine gave clients the reasons behind going with GT: “Grant Thornton was the only firm with a similar roster of clients […] in contrast to the numerous local firms that showed enormous interest in doing transactions that cut out geographies or service lines.”
Last Friday we learned that Marcum and Stonefield Josephson were now super-accounting friends. The MarcumStonefield deal was just the latest combinatio in what has been a busy year for consolidation by CPA firms.
With our interest piqued, we did some digging and discovered a rumor of another merger, this time between WeiserMazars and New York-based Marks Paneth & Shron.
A source with knowledge of the discussions told GC that MP&S has been looking for various buyout options, including discussing a possible merger with Eisner earlier this year. When it was clear that the EisnerAmper deal was happening MP&S started looking for other options, which included WeiserMazars.
Our source indicated that the deal was very close to being finalized saying that it “sounded like” MP&S’s management committee had approved the deal.
We checked in with both firms to find out the latest on the situation and discovered from an MP&S spokesperson that the deal wasn’t happening. Officially, this is what the firm had to say:
It’s our policy not to comment on specific discussions. In general, we can say that we are always looking for approaches that will enable us to anticipate and serve the evolving needs of our highly valued and sophisticated client base — and also allow us to provide new opportunities and challenges to our people. Occasionally that means exploring partnerships, collaboration and even mergers with other best-of-breed organizations with complementary capabilities, expertise and values. However, no such discussions are currently in progress.
A short time we heard back from Doug Phillips, the Managing Partner at WeiserMazars who provided us with this statement through a spokesperson:
After much serious and detailed discussion, the managements of WeiserMazars LLP and Marks Paneth & Shron LLP have concluded that we cannot agree on a set of merger terms that we are prepared to submit to the partners of each firm to vote on. We have therefore concluded our discussions for the time being.
We continue to have the greatest respect for Marks Paneth & Shron and its partners. A combination is just not the right move for both firms at this time.
So there you have it. There was little wining and dining but ultimately it wasn’t love. That being said, it sounds like both firms are on the hunt, so we’ll keep our ears open. If you have information or hear rumors of any potential merger, email us at [email protected] with the scoop.
Last week Weiser announced that it was joining Mazars Worldwide as a member firm, a move that would alleviate their relationship to one of a joint venture to that of a full combination. Accordi ess release the combined firm will employ 12,500 people worldwide after adding the 650 Weiser professionals to its international network.
Earlier in the week, we were fortunate enough to arrange a chat with Doug Phillips, Managing Partner of Weiser, LLP to discuss the new firm, the challenges of a cross-Atlantic combination, personnel and client reaction to the combination and the plans for future.
A Solid Business Case Made for a Global Strategy
Doug told us the that joint venture between Weiser and Mazars that begun in February 2000 has been great success for both firms, particularly in the last two years. “The business case for us here at Weiser and for Mazars came to a point where it was quite logical to elevate the joint venture to the next logical step of growth and maturity,” he told us. Doug insisted that this was not a “Resistance is Futile” situation for Weiser, because the firms were in fact combining as opposed to a takeover by Mazars.
According to Doug, the business case for the combination was one of primarily of global strategy. Both firms had experienced significant growth in the last 10 years; their clients’ needs became increasingly global in focus. Doug said, “It gives us a distinct competitive advantage in the marketplace. Existing clients will receive a higher quality of service and we will enjoy the advantage of proposing to new clients.”
Combining Transatlantic Cultures
With regards to the meshing of the firms’ two cultures, Doug said that navigating the tricky waters of an international combination wasn’t as challenging as you might expect, ” We’ve ‘dated’ for 10 years. We know each other’s strengths. We know each other’s weaknesses. The overarching cultural issue is the quality of service. The firms are identical in that regard.”
And to ensure that the Weiser is well represented at the global level, Doug was elected to the group executive board of the firm. This is committee of five that is responsible for running the global organization. “The importance of the combination is recognized by the fact that I took a seat on that board to ensure the effective integration of the cultures of the cross-atlantic combination,” Doug said.
Communication with Employees, Clients was Ongoing
Communication about the combination was ongoing at Weiser. “Things were business as usual and the only real change is that firm’s brand will change to WeiserMazars,” Doug told us. The same approach was taken with Weiser’s clients, “the communication process was ongoing. It’s been universally well received and applauded as a business step without concerns about what will be impacted because [clients] have the assurance that our people remain in place and our dedication to the quality of service remains unchanged.”
With regards to the future, there are no immediate plans for new offices or mergers with other firms but Doug does expect some new non-attest service opportunities for the firm that could result in the hiring of some new experienced professionals not already in-house, “We look forward to increasing the talent pool to provide higher quality sophisticated services to both our current clients and prospective clients.”