Clean Capital Structure Large firms want an acquisition to go forward on a timely basis, but some companies have a large amount of overhang that dissuades potential suitors. Be wary of companies with a lot of convertible bonds or varying classes of common or preferred stock, especially those with super voting rights. (For related reading, see Knowing Your Rights As A Shareholder.) The reason that overhang dissuades companies from making an acquisition is that the acquiring firm has to go through a painstaking due diligence process. Overhang presents the risk of significant dilution and presents the possibility that some pesky shareholder with 10 to 1 voting rights might try to hold up the deal. If you think a company may be a prospective takeover target, make sure it has a clean capital structure. In other words, look for companies that have just one class of common stock and a minimal amount of debt that can be converted into common shares. Debt Refinance Possible In the latter half of the 1990s, when interest rates began to decline, a number of casino companies found themselves saddled with high fixed interest first mortgage notes. Because many of them were already drowning in debt, the banks weren't keen on refinancing those notes. And so, along came larger players in the industry. These larger players had better credit ratings and deeper pockets, as well as access to capital and were able to buy up many of the smaller, struggling casino companies. Naturally, a large amount of consolidation occurred. After the deals were done, the larger companies refinanced these first mortgage notes which, in many cases, had very high interest rates. The result was millions in cost savings. When considering the possibility of a takeover, look for companies that could be much more profitable if their debt loads were refinanced at a more favorable rate. Geographic Proximity When one company acquires another, management usually tries to save money by eliminating redundant overhead. In other words, why maintain two warehouses if one can do the job and is accessible by both companies? Therefore, in considering takeover targets, look for companies that are geographically convenient to each other and, that if combined, would present shareholders with a huge potential for cost savings. For example, many analysts believe consolidation in the drug industry is likely because it is not uncommon to see company headquarters and operations in this industry situated near competing firms. As such, consolidation of these firms could lead to higher margins and increased shareholder value. Clean Operating History Takeover candidates usually have a clean operating history. They have consistent revenue streams and steady businesses. Remember, suitors and financing companies want a smooth transition, so they will be wary if a company has, for instance, previously filed for bankruptcy, has a history of reporting erratic earnings results, or has recently lost major customers. History of Enhancing Shareholder Value Has the target company been proactive in telling its story to the investment community? Has it repurchased its shares in the open market? Suitors want to buy companies that will thrive as part of a larger company, but also those that, if needed, could continue to work on their own. This ability to work as a standalone applies to the investor relations and public relations function. Suitors like companies are able to enhance shareholder value. Experienced Management In some cases, when one company acquires another, the management team at the acquired company is sacked. However, in other instances, management is kept on board because they know the company better than anyone else. Therefore, acquiring companies often look for candidates that have been well run. Remember, good stewardship implies that the company's facilities are probably in good order, and that its customer base is content. (For related reading, check out Evaluating A Company's Management.) Almost every company at some point in time will be engaged in some sort of litigation. However, companies seeking acquisition candidates will usually steer clear of firms that are saddled down with lawsuits. In general, suitors avoid acquiring unknown risks. Expandable Margins As a company grows its revenue base, it develops economies of scale. In other words, its revenues grow, but its overhead - its rent, interest payments and maybe even its labor costs - stays the same, or increases at a much lower rate than revenue. Acquirers want to buy companies that have the potential to develop these economies of scale and increase margins. They also want to buy companies that have their cost structure in line, and that have a viable plan to grow revenue. Solid Distribution Network Particularly if the company is a manufacturer, it must have a solid distribution network or the ability to plug into the acquiring company's network if it is going to be a serious takeover target. What good is a product if it can't be brought to market? Make certain that any company you believe could be a potential takeover target has not only the ability to develop a product, but also the ability to deliver it to its customers on a timely basis. Word of Warning Investors should never buy a company solely because they believe it is, or may become, a takeover target. These suggestions are merely meant to enhance the research process and to help identify characteristics that may be attractive to potential suitors. (To learn more about these companies, read Pinpoint Takeovers First.) Bottom Line With the investment community focused on ever-increasing profitability, large companies will always be looking for acquisitions that can add to earnings fast! Therefore, companies that are well run, have excellent products and have the best distribution networks are logical targets for a possible takeover.