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Transactions

April 2014
New York, New York
has been acquired by
Palo Alto, California


Background

The Frayman Group, Inc. (“TFG”), based in New York and London, with development in the Ukraine, provides business process management, business intake, conflicts management, and risk and compliance management software for some of the largest US, UK and Canadian law firms, including 61 of the Am Law 100.

Prior to engaging M&A, TFG shareholders had decided that the Company had reached a point where it could grow faster if part of a larger organization. To that end, they had entered into several informal one-off m&a discussions with industry players – to no avail. In late 2013, TFG shareholders expressed interest in working with Marlin & Associates (“M&A”) to identify an appropriate partner. They did not want to run a broad sale process.



Overview

Early in the process, M&A arranged a meeting between TFG and a large player in the legal software industry. The two organizations felt a strong connection and the large player decided to make a pre-emptive offer. M&A organized a dedicated team to assist in the due diligence process and negotiations. However, after several months, the parties still had not agreed on terms. Understanding TFG’s interest in consummating a transaction, M&A reached out to Great Hill Partners, the financial sponsor that controlled another significant player in the legal tech industry, IntApp. M&A knew the key players at Great Hill well and was aware that TFG and Intapp had held informal m&a discussions prior to M&A’s involvement. M&A was able to demonstrate to Great Hill the strong synergistic value of combining the two businesses. Shortly thereafter, Great Hill and IntApp, submitted an LOI to acquire TFG at a significantly higher valuation than they had earlier been willing to contemplate.

The process was not without challenges. IntApp and TFG were competitors and M&A had to manage a restrictive due diligence process where sensitive information was not shared until both parties had negotiated and agreed to substantially all business points on the transaction. Adding to the complexity of the transaction was the need to conduct due diligence reviews on TFG’s technology and people, many of whom were based in the Ukraine, during a period in which the Russians were invading parts of that country and political tensions were high.

M&A Role

Marlin & Associates managed the process, assisted in the negotiations and acted as exclusive strategic and financial advisor to TFG in its sale to IntApp.

Press

Intapp Acquires The Frayman Group

April 14, 2014

PALO ALTO, Calif. — April 14, 2014 — Intapp, Inc., a global leader in legal software, today announced the acquisition of The Frayman Group (TFG), a company offering risk management software for law firms. With this move, Intapp further extends its position as the leading provider of risk management software for the legal industry, offering broadly adopted products that streamline new business intake, conflicts management, information security and professional compliance.

"We are very excited about this acquisition, which is a major milestone for law firm risk management software. Intapp customers will benefit from an even stronger risk management offering as we integrate TFG technology and staff and continue to make significant investments to advance our products," said John Hall, CEO, Intapp. "At Intapp, our mission is to cultivate a position of trusted partner and advisor to our more than 500 customers, offering innovative software and services that enable them to thrive in an increasingly competitive business environment."

"With these two organizations coming together, there's now no other vendor in the market today with a more skilled team, greater insight into legal risk management, a more ambitious product roadmap, or ability to execute," said Yuri Frayman, Founder, President and CEO of The Frayman Group. "As I turn to pursue opportunities outside of the legal industry, I see a bright future ahead, both for my customers and the industry as a whole, under Intapp's leadership."

 

TFG – An Intapp Company

TFG will continue to operate as a subsidiary of Intapp. In that capacity, it will deliver support to organizations that have licensed TFG products for managing new business intake and workflow (Compliguard Flow), client conflicts (Compliguard Analyze), and ethical walls (Compliguard Protect).

An OpenText Development and Services Partner, TFG will also continue to support organizations with valid support contracts for LegalKEY, an OpenText software product launched in 1994, used for conflicts and records management.

As part of the transaction, Intapp takes ownership of all TFG intellectual property, including patents and software assets, and will incorporate elements of this technology into Intapp business intake, workflow, conflicts management and other products.

 The Intapp Risk Management Vision

Today, mounting market forces are putting new demands on law firms to transform the way they operate in order to prosper in an extremely competitive environment. These include clients with escalating service expectations, increasing economic pressure, and a risk landscape marked by evolving regulatory rules, compliance requirements and professional standards.

Controlling risk is just one of several ways Intapp enables firms to thrive in response. Offering unique software products, Intapp lets firms align business operations with firm strategy, while bridging the gap between compliance and efficiency:

  • Intapp Open provides a fresh and innovative approach business intake, client due diligence and conflicts management.

  • Intapp Wall Builder centralizes enforcement of information security and internal access rights across electronic information repositories in response to professional rules, client mandates and regulatory requirements.

  • Intapp Activity Tracker delivers sophisticated, intelligent monitoring and reporting to flag abnormal access or use of sensitive firm or client information, to satisfy a variety of compliance requirements.

  • Intapp Time integrates the industry's most adopted time entry, automated activity capture and mobile time recording software, delivering a single, unified experience that delivers real-time e-billing validation and compliance at the point of entry.


Marlin and Associates advised the seller in this transaction.

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