The process begins with a confidential meeting with you to discuss the potential sale of your company. Our objective is to listen and learn about your business, review financial statements and other information, and make a preliminary assessment of the value of your business and its marketability. Potential buyers and an outline of our sales strategy are also discussed.

At this point, you the seller make the decision to go forward with exploring a sale. You are under no obligation to sell. If you decide to move forward with exploring a sale, we will invite you to execute our standard Engagement Agreement.

The Confidential Information Memorandum (CIM), sometimes referred to as the “deal book”, is the official selling document for your company. It contains much of the information a prospective buyer will need to make a decision on pursing acquisition of the company. This comprehensive document discusses the company’s products and/or services, operations, personnel, market, and financial information. In general, it takes between three and four weeks to prepare the book, depending on availability of the information requested.

During this phase we tap into our proprietary databases of strategic and private equity buyers and affiliated national networks and conduct extensive research to identify the most logical prospective buyers of the business. This list is used as a starting point but is inevitably expanded as contacts are made and new prospects emerge in the process.

At this stage we begin making calls to prospects, explaining the business in general terms without disclosing the name or exact location of the business. If buyers express interest based on the preliminary information provided, we require them to sign a confidentiality/non-disclosure agreement (NDA) before releasing the sensitive financial and marketing information we have prepared.

After reviewing the CIM, interested buyers may request further information and request a conference call, activities that we coordinate in our own ongoing communication with buyers. Buyers prepared to make an offer will typically require a site visit to see the operation, inspect the physical facility, fixed assets, etc. As your advisor, we facilitate all communication between buyers and sellers and coordinate all activities to ensure an arms-length transaction between the buyer and seller.

This is the buyer’s preliminary offer. The letter of intent (LOI) spells out the basic elements of the transaction, most notably the offering price, terms and conditions, financing arrangements or contingencies, working capital considerations, and anticipated closing date. We assist buyers with the relevant deal points that must be addressed in the LOI to ensure there is no ambiguity in the offer. In this stage we present the offer(s) to our client and serve as an intermediary to negotiate an acceptable final offer. Our fiduciary responsibility is always to the client we are representing.

During this phase, the buyer with the winning offer begins due diligence. If the advisor has done his job, this process should be a formality. That’s because the buyer has already been fully informed of all issues impacting the business and reviewed and based his offer on accurate information provided. Even so, most buyers will hire an accountant to verify financial information and conduct on-site due diligence to ensure there are no hidden surprises that might be considered “material” prior to the final contract.

After due diligence, the buyer directs his attorney(s) to prepare the necessary legal documents. In some cases, particularly those involving seller financing, the seller will hire attorneys to prepare these documents. The draft contracts are reviewed by both sides, refined, and prepared for closing.

After the purchase agreement and all other legal contracts have been finalized, a formal closing is held, documents are signed, money changes hands, and the transaction closes.