PHASE 1: Buyer Prospect Introductions
Establish search criteria, including US versus international geographic reach. Research industry to identify suitable potential Buyer prospects. Search market for comparable companies for sale. Develop a list of target companies and contact to determine potential interest. Targets would include PEGs, as well as other financial and strategic Buyer prospects. Provide non-confidential Teaser and execute NDA to enable exchange of confidential info. Advance interest through conference calls to obtain LOI.
PHASE 2: Transaction Advisory
Recommendations and analyses as to valuation, terms and deal structure. Definitive Agreement review and comments. Manage the due diligence process through closing. This process may involve agreements ancillary to the Definitive Agreement, such as the divestiture’s key management Employment, Earn-out, Cashless Warrant or Stock Option agreements.
PHASE 3: Transaction Financing (If required)
Determine amount of transaction funding and any associated working capital requirements. Identify third-party funding sources, including institutional investors such as Private Equity, Venture Capital, Mezzanine and Family Office sources. Send non-confidential Teaser, followed by NDA and Confidential Information Memorandum (CIM). Arrange conference calls with investor PEG and Buyer. Advance mutual interest to Term Sheets and/or Letters of Intent (LOI). Advise Buyer as to amount and terms of investment, including deal structure to optimize equity versus debt combination.
Seller’s fee obligations include monthly, non-refundable advisory fees associated with the services during the duration of the engagement. In addition to the advisory fees, customary success fees will be payable at closing.
The advisory services outlined herein would be provided on a best efforts basis, on terms satisfactory to the sell-side client.
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