No doubt you have executed many business transactions throughout your career. You understand your business, operating environment, and industry landscape. While you may view selling what you have worked so hard to build as something you can do on your own – there are a lot of complexities and intricacies that require specialized expertise. This is why hiring an investment banker is a wise choice. Every aspect of the sale is a vital component to a successful close and working with a highly-qualified partner can ensure you capture the right opportunities and secure your best possible outcome.
Understanding the whole process from start to finish.
A seasoned investment banker will spend a critical amount of time explaining an overview of a sale process. This overview includes a thorough update on your specific industry, a review of operational trends, an analysis of recent transactions relevant to your industry, and initial views on valuation. Your banker should also provide thoughts on structure (cash vs. equity; upfront vs. deferred compensation) and post-sale employment considerations.
An investment banker will make you aware of all critical components to the process – like how your confidentiality will be protected, controlling the due diligence process, how the proper potential buyers will be selected, the role of other service providers and how bankers work with the management team to ensure adequate bandwidth. All these components of the process are critical for a successful transaction close.
Marketing preparation and confidentiality protection.
Once your banker has guided you through the initial timeline and provided thoughtful valuation guidance, it is now time to prepare the proper sale and marketing materials. Your banker will first focus on two key documents – the Teaser and the Confidential Information Memorandum.
The Teaser is a 1–2-page snapshot of your company that includes a brief overview of the business, select financial information and basic operating information. All this information is gathered and distributed on an anonymous basis and should pass a “Google test” (a Google search based on the Teaser should never yield your company’s name to protect confidentiality).
After a potential investor expresses interest in learning more – a Non-Disclosure Agreement will be sent to the prospect that includes strict terms to safeguard the transaction information and protect an investor from potentially soliciting your employees.
Showcasing the value and opportunity your company offers.
Potential buyers who are interested in your company will want to conduct thorough due diligence and learn a great deal about your company. Your investment banker will create a Confidential Information Memorandum – an extensive marketing document that provides interested buyers with a detailed presentation about your company that includes an operational and organizational overview, financial summary (both historical and projections), an industry overview, where your business fits in the economic landscape and investment highlights.
Investment highlights should adequately convey the unique opportunity an investor would have by purchasing your company. All investors are focused on understanding what the “next bite of the apple” is for them. Your investment banker should understand what acquirors look for in an attractive deal and how to properly position your business to push for a premium valuation. By knowing what investors look for, your banker can showcase the strengths of your company, while demonstrating the strong potential future growth opportunities.
Securing prospective buyers and serving as your intermediary.
To sell a business, you need a buyer. To sell your business, you need to find the right buyer. Finding them requires a thorough, extensive, and collaborative process that is critical to a successful transaction. A seasoned banker will prepare a wide-ranging list of qualified targets for purchasing your business (both strategic and financial). This list will vary based on different angles depending on the market opportunity, and your banker will convey the opportunity behind each. At this point of the process, it is important to point out any conflicts of interest or competitive reasons that narrow down the list.
Hiring an investment banker signals to buyers that there will be a full, competitive process done which will eliminate low bids and those prospective buyers who are just “kicking the tires.” Tough conversations can be quite common during a sale process and your banker serves as your advocate and key negotiator. Investment bankers have the experience and expertise to best protect your interests and ensure you receive proper terms and conditions.
Managing the critical due diligence process.
You expect a profitable sale of your business, and that warrants an immensely detailed due diligence process to demonstrate your worth. Knowing when and why to give buyers specific information takes experience. An effective banker understands the difference between “nice to have” and “need to know” information – so as never to reveal too much too early. Your banker will also prepare your company with an initial list of due diligence items that will be critical to move the sale process forward.
Senior management and your banker will work hand in hand to answer the requests of buyers appropriately and on time. A seasoned banker will review all information before sending to potential investors to review accuracy and highlight any potential gaps and/or vulnerabilities. Managing the output of information and communications between you and potential buyers is a critical element to the due diligence process and overall transaction.
Serving as quarterback for all the different and necessary parties involved.
Nearly every transaction has several third-party service providers (both representing the seller and the buyer). Your banker will serve as the quarterback for all the different parties and workflow paths that evolve throughout the transaction lifecycle to ensure nothing is slipping through the cracks. For example, your banker will work closely with your accountants to obtain financial history and essential tax information and help to opine on working capital calculations. Your banker will work on critical business points like employment terms, financial covenants and operational issues and may also help to select the right M&A lawyer. They should work in-concert on nuances that arise such as legal protections, indemnifications, representations, warranties in addition to other critical items.
Other third-party providers who may play an important role in the sale process include landlords, insurance agents, payroll companies, suppliers, and key clients. The investment banker leading your deal will have a strategic approach to working with each party while protecting confidentiality and using time efficiently.
Whether you are curious about the sale process, planning to sell in the future, already in the process, or deciding whether it is the right move for you – our advisors are here to answer your questions to get you on the right path forward. There is no charge for this meet-and-greet, rather, it is an initial investment in your successful future.
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