M&A Sell Side Services

Sales Strategy & Organization:
- Strategic Rationale
  - Cash in
  - Growth
  - Distress
  - Exit
- Buyers Scouting, Screening & Selection (Preliminary List):
  - Screening Criteria
  - Desk Research and Analysis
  - Scouting & Filtering Potential Buyers
  - Select Candidates
- Sales Process Strategy:
  - Broad auction
  - Limited auction
  - Targeted auction
  - Exclusive negotiation
- Ensure Company is ready for sale:
  - Review Planning, and timing
  - Pre-Sale Due Diligence: Advisor Assessment of the Client
  - Valuation, Modelling & Economics
    - DCF Analysis
    - Comparable Public Companies Analysis
    - Precedent M&A Transactions Analysis
    - Leverage Buyout Analysis
  - Necessary Improvements: Legal, Financial, Accounting, Operational, etc)
  - Deal Structuring:
    - Equity Story & Marketing Materials (Teaser, CIM, Management Presentations)
    - Deal Risk Assessment:
    - Preferred Financing Means and Garantees
  - Set up and Data Room
Bayers Engagements (Docs, Terms, etc)
- Share Teaser and hold meetings with selected buyers
- Obtain Manifestation of Interest, draft & execution of NDAs
- Share Confidential Materials (CIM, Management Presentations, Documents, others)
- Hold meetings with Buyers, Conduct Q&As and follow-ups
- Draft and Receive Letter of Intent (LOI) / Non-Binding Offer (NBO)
- Buyers Short List Selection to Binding Offer Phase
Detailed Due Diligence and Site Visit:
- Financial Due Diligence
- Legal Due Diligence
- Operational Due Diligence (Technical, Commercial, etc)
- Tax Due Diligence
- Facilitate Site Visit
Binding Offer Phase:
- Continue to facilitate due diligence
- Facilitate presential/direct meetings Seller/Buyer
- Confirmation of Deal Structuring & Financing
- Pre-alignment of Binding Offers Conditions
- Receiving of the Binding Offer
- Selection and exclusive negotiation with one bidder
Exclusive Negotiation Phase:
- Final negotiation round on Terms of Binding Offer
- Drafting Share Purchase Agreement (SPA) and related documents (jointly with Lawyers)
- Obtaining Internal (Board of Directors) and External (Regulatory, Banks, Legal, etc) approvals
- Closing Schedule: Simultaneous vs Separate Sign and Close
Closing:
- Ownership Transfer – Execution of Purchase Agreement:
  - Purchase Price
  - Payment Structure and Schedule
  - Representations & Warranties
  - Post-closing covenants
  - Indemnifications & other aspects of the deal
- Addenda and Ancillary Agreements to the Purchase Agreement
  - Disclosures
  - Authorizations
  - Transition, Consulting, and Employment Agreements
  - Restrictive Agreements (Non-Solicitation, Non-Competition Agreements)
- Promissory Note and Security Agreement
- Payment Schedules and Escrow Agreements
- Financial Closing
Documents and Terms (Tax, Legal, etc)
- Facilitate due diligence for interested acquirers
- Draft definitive agreement
- Receive final bids/letters of intent (LOI)
Negotiating and Closing
- Negotiate with buyers submitting bids
- Circulate draft of definitive agreement
- Enter into exclusivity agreement with one bidder
- Continue to facilitate due diligence
- Present finalized deal terms and fairness opinion to seller’s board, get board approval
- Sign definitive agreement
Buyers Engagements & Manifestation of Interest (NDAs execution)
Send out teaser, CIM, Info Memos & Access to additional information
Facilitate Management Meetings
Negotiation / Receiving of Letter of Intent (LOI) / Non-Binding Offer (NBO)
Buyers Short List Selection or Exclusive Negotiations
Drafting Share Purchase Agreement (SPA) and related documents (jointly with Lawyers)
Access to Detailed Data Room and facilitate Site Visits
Answer Follow-on Questions
Receiving & Negotiation of the Binding Offer (NBO)
Final Contracts Negotiations, Terms and Documents (Tax, Legal, Financial, etc)
Deal Closing