Corporate Consultants Inc.
 |
| |
 |
| |
 |
| |
 |
| |
 |
| |
 |
| |
 |
| |
 |
The M&A Process (from seller's perspective)
A successful M&A (Mergers and Acquisitions) transaction
requires a plan and methodical implementation of the plan.
Corporate Consultants plays a coordinating role in eight stages of
the transaction process. While all of these steps are typically
taken in middle-market transactions, the process may be
abbreviated in the sale of some small businesses.
Analysis of seller’s objectives and deal structure
The seller’s motivations for selling and desired time frame need to
be understood. The seller’s financial circumstances may
determine whether special terms of sale such as seller financing,
a purchase price based on an earn-out, or sale of less than a
100% interest will be entertained. The proposed deal structure
may be either a sale of assets or a sale of the company’s stock.
Analysis of the business and determining valuation
Setting an appropriate value or range of values is essential to a
successful transaction. Sufficient analysis is conducted to assure
that neither the client nor the intermediary overlooks important
elements of the firm’s value. An understanding of the client’s
industry, similar completed transactions, and the pool of
prospective buyers are considered in determining value.
Preparation of the offering memorandum
A thorough, accurate, and professional-appearing offering
memorandum will be prepared to communicate enough
information to prospective buyers to persuade them to enter into
further discussions with the seller and the intermediary.
Characteristics of the business that add value will be emphasized
in the memorandum.
Initial communication with prospective buyers
Corporate Consultants uses a range of communications that
include electronic media, mail, and personal contacts to market
the business to the maximum number of qualified prospects. The
firm will evaluate the financial qualifications and motivations of
prospective buyers. All qualified buyers will be required to sign
confidentiality agreements before receiving the offering
memorandum or other identifying information about the client.
Follow-up with interested buyers
Buyer questions and requests for additional information will be
responded to promptly while continuing to protect the seller’s time
and the confidentiality of the information. Buyer meetings will be
scheduled and conducted as soon as all parties are available.
Negotiation of preliminary agreements
Continued discussions with interested buyers will be focused on
reaching a workable agreement. One of the keys to achieving this
is for intermediary to keep some separation between the buyer
and seller during negotiations, while conferring with the client to
assure that positions taken in the negotiations are correct. We
respond to objections raised by the buyer, drawing upon our
experience, to assure that these concerns can be addressed
without affecting the value of the transaction.
Due diligence and financing
Corporate Consultants manages the due diligence process in a
manner designed to make the buyer feel comfortable that all
requests for information have been responded to fully while using
the seller’s time and resources as efficiently as possible. We
delve for any buyer objections that can be addressed satisfactorily
in the due diligence process. When needed, we work with the
buyer on obtaining financing on competitive terms.
Final agreements and closing
We strive to complete negotiations and schedule a closing within
the shortest amount of time reasonable. When external financing
is involved, we assure that all lender or investor requirements are
satisfied promptly. We work with the seller’s accounting, tax, and
legal advisors to assure that the transaction is structured and
documented properly while conforming to the seller’s objectives
and keeping costs under control.
A successful M&A (Mergers and Acquisitions) transaction
requires a plan and methodical implementation of the plan.
Corporate Consultants plays a coordinating role in eight stages of
the transaction process. While all of these steps are typically
taken in middle-market transactions, the process may be
abbreviated in the sale of some small businesses.
Analysis of seller’s objectives and deal structure
The seller’s motivations for selling and desired time frame need to
be understood. The seller’s financial circumstances may
determine whether special terms of sale such as seller financing,
a purchase price based on an earn-out, or sale of less than a
100% interest will be entertained. The proposed deal structure
may be either a sale of assets or a sale of the company’s stock.
Analysis of the business and determining valuation
Setting an appropriate value or range of values is essential to a
successful transaction. Sufficient analysis is conducted to assure
that neither the client nor the intermediary overlooks important
elements of the firm’s value. An understanding of the client’s
industry, similar completed transactions, and the pool of
prospective buyers are considered in determining value.
Preparation of the offering memorandum
A thorough, accurate, and professional-appearing offering
memorandum will be prepared to communicate enough
information to prospective buyers to persuade them to enter into
further discussions with the seller and the intermediary.
Characteristics of the business that add value will be emphasized
in the memorandum.
Initial communication with prospective buyers
Corporate Consultants uses a range of communications that
include electronic media, mail, and personal contacts to market
the business to the maximum number of qualified prospects. The
firm will evaluate the financial qualifications and motivations of
prospective buyers. All qualified buyers will be required to sign
confidentiality agreements before receiving the offering
memorandum or other identifying information about the client.
Follow-up with interested buyers
Buyer questions and requests for additional information will be
responded to promptly while continuing to protect the seller’s time
and the confidentiality of the information. Buyer meetings will be
scheduled and conducted as soon as all parties are available.
Negotiation of preliminary agreements
Continued discussions with interested buyers will be focused on
reaching a workable agreement. One of the keys to achieving this
is for intermediary to keep some separation between the buyer
and seller during negotiations, while conferring with the client to
assure that positions taken in the negotiations are correct. We
respond to objections raised by the buyer, drawing upon our
experience, to assure that these concerns can be addressed
without affecting the value of the transaction.
Due diligence and financing
Corporate Consultants manages the due diligence process in a
manner designed to make the buyer feel comfortable that all
requests for information have been responded to fully while using
the seller’s time and resources as efficiently as possible. We
delve for any buyer objections that can be addressed satisfactorily
in the due diligence process. When needed, we work with the
buyer on obtaining financing on competitive terms.
Final agreements and closing
We strive to complete negotiations and schedule a closing within
the shortest amount of time reasonable. When external financing
is involved, we assure that all lender or investor requirements are
satisfied promptly. We work with the seller’s accounting, tax, and
legal advisors to assure that the transaction is structured and
documented properly while conforming to the seller’s objectives
and keeping costs under control.
