Four Major Milestones of the Process Overview:
The process starts with an initial meeting between the business owner and principals of M&A Network. Confidentiality agreements are signed at the first meeting to allow a full exploration of basic issues. M&A Network gains a basic understanding of the business and the owner's objectives in selling. The owner may be asked to complete a questionnaire and disclosure document. The business owner needs to provide M&A Network with business and financial information (a minimum of 3 years of financial statements) reach an agreement on a reasonable (or realistic) range of value necessary to establish a realistic range of value and provide the owner a general work plan for M&A Network if engaged. The business owner and M&A Network agree to terms of a sale and the M&A fee structure.
A contract will be drawn up and signed by the business owner and the M&A Network representative. A non-refundable retainer/working fee will be required from the business owner for the completion of the valuation, composition of the Opportunity Sheet and the completion of the (CIM) Confidential Information Memorandum. Any fees or retainers charged at the outset will be credited toward final fees on closing. Note: No engagement will be undertaken to sell a business unless there is agreement on a range of value for the business. If the value placed on the sale is based on a future EBITDA (earnings before interest, taxes, depreciation and amortization), the conditions will have to be met or a new value will be established based on the actual year end and a revised 12 month outlook will have to be produced.
M&A Network spearheads the preparation of the business for sale. There are many steps involved in this step including a more detailed analysis and documentation of key financial & business information. Note: This will include but not be limited to: Company history, Industry context, sales and market dynamics, key customer status, organization strengths and weaknesses for a new owner, financial results and outlooks and any perceived opportunities for a new owner. The seller is provided with a confidential information package (CIM) containing a full business overview of where the company has been, where it is currently, where it is going and company details pertinent to potential buyers.
Information compiled in the CIM is approved by the seller prior to release. A Marketing Plan is developed for review with the seller outlining the strategies and marketing approach to sell the business, including relevant market, competitor and target buyer information. The Marketing Plan is the platform from which M&A Network launches the buyer search. It is essential to have the marketing plan approved by the owner.
M&A Network prepare an opportunity sheet (OS) to test the target sector for general interest. With the business owner's concurrence, the OS is sent out to the target market. Qualified prospects share the CIM after they sign an extensive NDA document. The CIM content will be adequate in most cases to establish an LOI (Letter of Intent) from all prospects.
M&A Network facilitates and negotiates between the seller and the buyer the terms of a deal to establish enough mutual interest between the buyer and seller to proceed to the first level of due diligence and a non binding Letter of Intent (LOI).
M&A Network negotiates a final Letter of Intent (LOI) with purchase and payment terms agreed to by all parties. All parties expect the LOI to be honoured subject to something found in due diligence that fails to meet earlier representations and is considered to be of significant consequence to the deal value.
All parties establish a closing date with both legal and financial representatives and ensure all the professional providers understand the nature and intent of the deal structure. The lawyer's role at this point is to "paper the deal" not to renegotiate it unless they are able to surface serious omissions or errors contained in the final term sheet.
If the purchaser and or vendor do not have a commercial lawyer for the completion of this transaction, M&A Network will provide a number of reputable, experienced lawyers from which to choose from. Please ensure that all parties have a competent commercial lawyer with the necessary experience in handling this type of transaction or problems could occur.
The negotiation step in any business transaction requires experience, sensitivity and decisiveness. M&A Network facilitates the negotiations.
Many deals fall through in the final stages of due diligence and legal documentation. The intermediary is critical to keep the parties aligned and focused on completing the transaction successfully. This is a very emotional time and quite often small and inconsequential issues that arise need to be managed and overcome.
M&A Network is your complete business service provider.