Transaction Prep

Get Ready to Sell

Our team includes experts in tax, accounting, finance, strategy, valuation, and the mergers & acquisition process.  We can analyze and position your business. Prior to marketing your transaction, we will:


  • Review your financial statements and work with your leadership and other advisors (including CPAs and Attorneys) to identify and restate operating performance as needed for unusual or nonrecurring items
  • Review operating performance of the business and key performance indicators to identify potential areas to improve performance or highlight improvements which may boost your ultimate price
  • Review tax concerns to structure your transaction in a manner that provides you with the most after-tax dollars in your pocket
  • Prepare a preliminary indication of value so you know what to expect
  • Prepare Confidential Investment Memorandum 
  • Prepare one-page summary, "Blind Teaser",  with information on your company that assesses interest from potential buyers without specifically identifying your company
  • Identify potential acquirors and discuss list with you – to develop the “Buyer List”
  • Work with you and your key advisors to pull together likely Due Diligence Materials and organize into a cloud-based “Data Room” that facilitates offsite due diligence
  • Ensure utmost confidentiality through the entire process to protect your employees and prevent rumors
  • If you are not be ready to go to market, we can help your prepare for the time you are ready

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Transaction Execution

The Sales Process

  

We are your advisor and confidant throughout the entire sales process. Our top priority is your deal. We will manage the process professionally to maximize price, minimize risk and ensure a speedy close. 


We will:

  • Send blind “Teaser” to all on the Buyer List
  • Negotiate Confidentiality Agreements (CA) with all Buyers interested in participating in process
  • Send Confidential Investment Memorandums (CIM) to those buyers with CA in place
  • Facilitate conversations and additional information as appropriate
  • Gauge Interest from Buyers 
  • Manage Bid Process and negotiate Letters of Intent which incorporate key non-financial deal points such as expected indemnification levels, types of reps and warranties (knowledge qualified, flat etc), covenants (including non-compete etc), and ancillary documents including employment agreements
  • Evaluate Alternative Transactions from a Price, Risk and Speed Perspective
  • Bring Select Buyers to Next Round –Our goal is to keep multiple credible buyers active, to maximize their bids, and to have a “foot race” to the finish line
  • Buyers will send their preferred purchase agreement format. We will work with your attorneys to provide you with our experience as buyers to limit your risk in practical ways based on decades of experience in negotiating these types of arrangements. We know every trick in the book. 
  • Manage the due diligence process to minimize disruption to your business. It is our goal that the deal be a surprise to everyone in your office. 
  • Work with your chosen attorney to negotiate and sign the deal and to close it as soon as practicable. If you not have a qualified transaction Attorney, we have a list of talented advisors for your consideration

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Post Transaction

We are with you to the end.

  

Our involvement in your deal does not end at close. Some buyers live by the saying “Give with one hand and take with the other.” We will be with you the entire process to help you to navigate the post-closing issues including: holdback and earnout payments, indemnification claims, and escrows (if any). We will:

  • Stay on top of the Buyer to ensure timely post-closing payments
  • Work with your advisors to assess post-closing analysis of things like Net Asset Value calculations, earn out calculations, potential indemnity and breach of contract claims
  • Negotiate settlements where necessary 
  • Ensure you get everything you were promised

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