R. Shermer & Company
Trustee and Monitoring Services

Post Office Box 294199
Lewisville, Texas 75029
Telephone: 214 668 0294

E-mail: dshermer@rshermer.com

R. Shermer & Company specializes in providing services for companies undergoing transitions  through mergers, acquisitions, and divestitures.  Members of our professional staff have experience in performing the roles of Interim Monitor, Monitor and Held Separate Trustee - having served this role in a number of regulatory agency-mandated transactions in both the United States and Europe.  Our approach is based on a proven methodology that has been successful with some of the largest industrial companies in the world, one that truly involves those most effected in the transition - the employees and their leadership.  These appointments have included:
  • Trustee for a Held Separate Business consisting of a portfolio of marketing, refining and distribution assets, monitoring the divestiture of 65 retail units.
  • Monitored the compliance of a major healthcare organization regarding the company’s interaction with more than 300 customers to assure that barriers to entry for new competitors were eliminated.
  • Monitored the maintenance, divestiture and transition of 68 convenience stores, as the result of the merger of two major energy companies.
  • Completed four separate monitoring engagements involving the forced divestiture of hundreds of medical clinics, monitoring the transition of patients, protocols, physicians, physical assets, employees, and information systems, assuring that the clinics were maintained and viable. 
  • Trustee for a group of "crown jewel" assets, monitoring operational and financial performance to assure competitiveness is maintained.
  • Trustee for a global industrial products business being divested, monitoring the transition of physical assets, customers, suppliers, and intellectual property to the acquirer.
  • Interim Monitor performing a fact finding role during the period in which the purchase agreement and transition services agreements were being drafted.
  • Monitor for the mandated divestiture of a pharmaceutical data services provider that had been acquired approximately four years earlier.  The business line’s primary product was used by health care professionals to provide patients with advice on drugs, both prescription and over the counter.
  • As a result of major healthcare merger, assured that a divested Ambulatory Surgery Center was well maintained and received appropriate support services during the transition of ownership.
  • Monitor for the forced divestiture of a medical practice that had been acquired by and integrated into a large, regional healthcare system.

Trends

Although 2017 was a strong year for worldwide merger and acquisition activity, year-end results did not surpass the levels achieved in 2016.  The value of 2017 transactions was somewhat lower than that recorded the previous year, equally the levels achieved in 2014. Overall, total deals were valued at approximately $3.2 trillion. Although the actual number of deals slightly decreased in a year-to-year comparison, several megadeals in consumer products, retail, energy, and healthcare were substantial.  While Intra-European activity was strong, Chinese outbound activity into Europe saw a significant drop off in deal value.  Deal value in the United States was down some 14 percent.

Pre-merger notifications filed under Hart-Scott-Rodino with the Department of Justice and the Federal Trade Commission during fiscal year 2016 showed a slight rise from 2015 levels, growing from 1801 filings to 1832, an increase of 1.7 percent.  During the year, the two agencies brought 47 enforcement challenges in order to preserve competition in a variety of industries. The strategic level of many of these transactions is underscored by the fact that more than 34 percent of the reported transactions involving the two agencies were valued at more than $500 million. Additionally, more than 63 percent of the acquiring entities had a market capitalization of more than one billion dollars.  

With strong overall M&A activity anticipated for 2018, the mergers that are consummated will continue to be extremely large and strategic.  Many of these mergers will be focused on combining global firms within one industry, as has been taking place in telecommunications, consumer products, retail, pharmaceuticals, and energy.  The strategic nature of these mergers or acquisitions will lead to more megadeals, many of which will face structural remedies imposed by regulators.  In 2018, the size and complexity of these deals will result in continued close scrutiny. 


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