OUR CUSTOMIZED PROCESS
1
Initial Meeting & Seller Qualification
• Understand the seller’s goals & motivations (e.g., full sale, partial exit, growth capital).
• Assess the business’s readiness for sale and potential deal obstacles.
• Discuss valuation expectations and whether they align with market conditions.
• Explain the M&A process, timeline, and advisor’s role in maximizing value.
• Determine if an M&A process is viable or if the business needs preparation first.
2
Engagement Agreement & Retainer
• Sign an engagement letter outlining:
• Scope of services (e.g., valuation, marketing, negotiation).
• Fee structure (retainer, success fee, or percentage of deal value).
• Timeline and expectations for both parties.
Phase 2: Business Analysis & Preparation
3
Business Valuation & Financial Review
• Analyze historical financials (3-5 years) to assess EBITDA, cash flow, and key financial metrics.
• Adjust financials to reflect Seller’s Discretionary Earnings (SDE) or normalized EBITDA.
• Use multiple valuation methods:
• Market multiples (EBITDA/SDE comparisons with similar businesses).
• Determine an asking price range and deal structure (cash, earnout, seller financing).
4
Create Confidential Information Memorandum (CIM)
• Develop a Confidential Information Memorandum (CIM) (or “deal book”) that includes:
• Company overview (history, ownership, management).
• Financial performance (revenues, EBITDA, growth trends).
• Customer base, competitive advantages, and industry positioning.
• Growth opportunities for buyers.
5
Prepare a Buyer List (Targeted Outreach Strategy)
• Identify potential strategic buyers, financial buyers (private equity), or individual investors.
• Categorize buyers based on their acquisition history, financial capacity, and industry fit.
• Develop a strategy for approaching buyers (broad vs. targeted marketing).
6
Confidential Marketing & Buyer Outreach
• Create a Teaser Document (1-page summary with no company name) to attract interest.
• Conduct confidential outreach to pre-screened buyers.
• Have interested buyers sign a Non-Disclosure Agreement (NDA) before receiving the CIM.
• Manage buyer inquiries and qualify serious buyers based on financial capacity and strategic fit.
7
Management Meetings & Q&A
• Set up meetings between the seller and interested buyers (in person or virtual).
• Provide additional financial and operational insights.
• Address buyer concerns and validate deal feasibility.
8
Receive Indications of Interest (IOIs) & Select the Best Buyer
• Request Indications of Interest (IOIs) from buyers outline:
• Proposed purchase price.
• Deal structure (cash, stock, earnout, seller financing).
• Timeline for due diligence and closing.
• Compare offers and select the best buyer(s) for further negotiation.
9
Negotiate & Secure Letter of Intent (LOI)
• Work with the seller to negotiate price, terms, and contingencies.
• Execute a Letter of Intent (LOI) with the best buyer, outlining:
• Purchase price & payment terms.
• Due diligence period.
• Exclusivity period (preventing seller from negotiating with others).
10
Buyer Due Diligence & Closing
• Provide buyer with access to financial records, tax returns, contracts, customer lists, and legal documents.
• Assist in responding to buyer requests & clarifications.
• Coordinate with accountants, attorneys, and other advisors.
• Address any potential deal-breakers (e.g., liabilities, pending lawsuits).
11
Final Purchase Agreement & Financing Approval
• Negotiate definitive purchase agreement terms (warranties, representations, non-compete agreements).
• Ensure buyer secures financing (if required).
• Resolve any last-minute issues before closing.
12
Closing & Transition Planning
• Finalize all legal agreements & funding transfers.
• Ensure smooth transition with handover of key business functions.
• If applicable, execute seller transition agreement (e.g., consulting period for 6-12 months).
