Phase I: Preparation StageAscend Capital Group's (ACG) Merger & Acquisition process begins when an Engagement Agreement is signed. A successful analysis of your goals and requirements depends upon a strong working relationship among all the parties affected by the sale your company. In concert with your advisors, i.e. Board of Directors, Accountant, etc., ACG will help you evaluate your needs and concerns in order to achieve your vision while maintaining strict confidentiality. Following are the key steps for this process.
1. Market Research, Analysis, and Strategy
One of the key components of your business-sale strategy is the valuation – what your company is worth. A number of valuation methodologies are used today, and each is in compliance with the standards set forth by a variety of government organizations. Our valuations include a proprietary method of calculation of the discount rate used in the income value method. However, a strategic buyer may be willing to pay a premium beyond a standard valuation to acquire a unique competitive advantage your company may provide. Only an experienced professional can help you consider all the factors and possible methodologies to arrive at a maximum valuation. For the past 27 years, ACG has utilized the services of the expert staff of GCFValuation accredited appraisers that assist Intermediaries, Banks, CPAs, Attorneys and their clients, with complex valuation issues, independent valuation services, feasibility studies and fairness opinions for small to mid-market privately held companies.
Once the data described in steps 1 and 2 have been gathered and we enter the Phase II process, we prepare a cogent document that positively presents your company history and persuasively demonstrates your company’s earning potential. This document, the Confidential Business Review (CBR), must present the facts about your company in a way that is meaningful to buyers, most of whom review sophisticated corporate documents on a regular basis. The CBR generally does this without disclosing price or terms, although every case is different.
4. Identification of Synergistic Candidates
Confidentiality is the critical operative word in honing down a list of buyer candidates. The dissemination of your business-sale information must be handled confidentially. ACG assiduously oversees this step to ensure that employees, vendors, et. al., do not become aware of your plans. Targeted companies, which may include competitors, are required to undergo an intensive screening process. Potential buyers must sign a Confidentiality Agreement before they can receive a CBR. Once the CBR’s are disseminated, the process of further qualifying prospects to arrive at the most desirable candidates requires years of experience and proven negotiations and techniques. We are never a dual agent, in that we do not represent the buyer and seller at the same time, nor do we cooperate with other brokers as we establish the framework for controlling the document and confidential negotiations. Buyers have their own attorneys and board of directors to assist them through the process. Likewise, if we are representing the Buyer through an Exclusive Buy-Side Transaction we only represent the buyers’ interests.
The ideal negotiating scenario for you will begin with multiple, fully-qualified buyers. This permits an auction type of atmosphere which tends to maximize the sale price. Still, negotiating with buyers, who are most likely expert deal-makers themselves, requires seasoned professionals, specialists who understand how to focus on value as opposed to price.
Once a serious buyer(s) is/are identified, the price, terms and other details of a final deal are hammered out. A Letter of Intent (LOI) is the formal document used to set forth the major transaction terms, confirmed in writing in order to prevent misunderstandings. The LOI must put to rest any outstanding issues concerning key employees, financing, legal matters, taxes, etc. It should also be constructed to protect you from buyer delays which can cause you to miss the window of opportunity for your sale.
During this step of the M&A process, your buyer may ask his professional team to thoroughly evaluate your company. Tax experts, attorneys, accountants and bankers will all scrutinize your company and provide an evaluation to the buyer from their own perspective. Due diligence is an intense process that can surprise many unprepared sellers. Armed with a well-prepared CBR, along with full proper and defensible documentation, an experienced ACG intermediary will see you through due diligence successfully. The questions asked by the buyer’s business advisors will have been anticipated, ensuring that the deal remains intact and momentum is maintained.
ACG strongly recommends that your own professional advisors—attorneys, bankers and accountants—become involved during the early stages of the M&A process. Their understanding of your goals and the circumstances surrounding your M&A transaction will help speed the development of a final Definitive Agreement. Distilling all prior discussions and documentation down into a single agreement requires thoroughness and attention to details. Once the agreement is written, it is imperative that both buyer, seller, and their effective advisors carefully review it, understand their mutual obligations, and execute the agreement.
10. Closing and Transition to New Ownership
When you have determined that the goals for the sale have been met and the buyer is satisfied with the deal structure, the Definitive Purchase Agreement is signed. This facilitates the transfer of company assets to the buyer. Throughout the first nine steps of the business-sale process, ACG effectively guides you to ensure a smooth transition of ownership. Issues concerning the integration of your company, corporate style and employees with the buyer's style and employees have been fully analyzed and resolved, anticipating the ownership transition. ACG assists in this process and follows up after the close of escrow.
©1999-2017 Ascend Capital Group, All Rights Reserved