Trust the process

 Perform due diligence:

• Submit questionnaire and document request list

• Meet with principals on-site

• Review financial, business, and legal documents
   

 Prepare a confidential descriptive memorandum:

• Business description (history, products and services, sourcing/production/development, sales, marketing, operations, systems, management, etc.)

• Development potential

• Industry and competition

• Historical and projected financial performance, including pro forma adjustments for non-recurring items
   

 Estimate a fair market value range:

• Analyze the company's historical performance relative to other entities in similar businesses

• Perform various discounted cash flow analyses of projected financial results

• Study market values of comparable public entities

• Analyze recent acquisitions of comparable companies
   

 Develop a marketing strategy:

• Size and scope of buyer universe

• Asking price versus price solicitation

• Auction versus negotiated transaction
   

 Prepare a potential buyer list:

• Screen and identify potential candidates, using both public and proprietary sources

• Include:

  • Both "financial" buyers and investors and "strategic" (synergistic) buyers

  • Industry participants seeking to execute a consolidation strategy

  • Domestic or foreign enities capable of paying a premium price to develop or expand an entrée into the company’s markets or the U.S., respectively

  • Providers of complementary products and services to the same customer base in order to create cross-marketing and sales opportunities

• Submit a list of a limited number of "best buyers" with a reputation for serious, timely, and confidential negotiations

• Establish with the client's approval which potential acquirers should be approached
   

 Initiate contact with approved buyer candidates:

• Contact by telephone or meeting (i.e., not by a blast e-mail)

• Make a "no-names" pitch tailored to the specific characteristics and acquisition criteria of the prospect

• Evaluate the seriousness of interested parties

• Secure signed confidentiality agreements from seriously interested and qualified parties (prior to identifying the client by name)
   

 Develop and evaluate buyer prospects' interests:

• Upon receipt of the signed confidentiality agreement, send a confidential descriptive memorandum

• Address concerns and capitalize on positive perceptions

• Answer questions and fulfill certain information requests
   

 Maintain an ongoing buyer contact report, showing:

• Description of the buyer candidate

• Information sent

• Highlights of all material conversations and meetings in order to:

  • Maximize client information flow and minimize client time commitment

  • Note positive and negative feedback to use in negotiations and at meetings

  • Allow the interchange of parties in contact with the prospect
     

 Solicit initial indications of interest:

• Interest level

• Preliminary price range

• Material terms and conditions

• Financial capabilities, if appropriate
   

 Prepare company management for meetings:

• Develop a multimedia or flip chart presentation

• Submit a list of suggestions/tips

• Suggest questions to be asked of visitors

• Furnish a list of questions anticipated to be asked by buyer candidates

• Conduct a dry run rehearsal of key issues
   

 Arrange and attend buyer meetings:

• Schedule meetings

• Obtain buyer information for the client to review

• Attend and orchestrate meetings
   

 Solicit and negotiate firm bids:

• Fulfill information requests and assist in the buyer candidate's due diligence process

• Obtain, evaluate, and negotiate investment terms, including:

  • consideration

  • representations and warranties

  • timing

  • tax issues

  • structure

  • employment/consulting arrangements

  • terms

  • definitive purchase agreement language

• Develop judgments as to the relative values and financial implications to the company and its shareholders of any proposed transaction

• Select a buyer
   

 Close the transaction:

• Assist the company's attorneys and accountants in the legal and accounting due diligence process and contract negotiations

• Review and comment on material transaction agreements

• Expedite the closing process

• Negotiate and close the transaction