Local vs. Remote M&A Advisors

M&A Fees and Engagement Letter Matters

M&A Advisory Fee Guide

Strategic Transaction Options

Overview of Phases of Sell Side Process

Establishing Valuation Expectations

Difference Between Strategic vs. Financial Buyers

Negotiated vs. Targeted vs. Broad Sale Process

Vendor Due Diligence

Methods Uses to Determine Value

Price vs. Terms

Methods to Bridging Valuation Gaps

Determining Normalized Working Capital

Synergies and Impact on Valuation

Market Timing and Impact on Valuations

Creation of the Prospective Buyer List

Maintaining Confidentiality During the Marketing Phase

Initial Outreach to Prospective Buyers

Confidential Information Memorandum

Financial Forecasts and Financial Models

Normalizing Adjustments to Earnings

Purpose of the Letter of Intent

Top Areas to be Addressed in the LOI

Comparing Multiple Offers

Overview of Competitive Auction Process

Specific Stages of the Competitive Auction Process

Select Prospective Buyers that Move Through the Process

Granting Exclusivity and Maintain Competitive Tensions

Managing a Transaction with Only One or Few Bidders

Managing an Unsolicited Offer

Coordinating Negotiations Throughout the Sale Process

Key Business Commercial Terms to Focus on During Negotiations

Dealing with Retrading

Managing Negotiating Styles

Deeper Dive - Retrading in M&A Transactions

Overview of the Due Diligence Process

Quality of Earnings Report

Management Presentation

Involving Company Employees in Due Diligence

Performing Due Diligence on the Buyer

Overview of the Definitive Agreements

Purchase Price Adjustments

Representations and Warranties

Representations and Warranties Insurance

Non-Competition Agreement

Other Ancillary but Important M&A Agreements

Missing Financial Forecasts or Projections

Changing Economic Environment

Undisclosed Deal Issues or Deal Surprises

Timing and Speed of Closing

Implications of a Failed Deal Process