- Sell -
IDENTIFY STRATEGIC BUYERS
The sale of your business is a life-changing transaction which is often the culmination of many years of hard work, blood, sweat and tears. When its your time to sell, make sure you capitalise on what you have created..
Most business sales take many months to complete and involve a significant investment of time and resources from multiple advisors. Do your own research, understand what your market is doing, seek professional advice early and do everything possible to make your business more attractive to buyers and to prepare for the process ahead - before going to market.
Be prepared for a tough process with a few bumps along with way - there are no guarantees of a successful outcome however through careful planning and good legal, tax and transactional advice you will maximise your chances.
We provide a full suite of transactional services that encompass strategic pre-planning and preparedness activities, confidential direct marketing approaches, contractual negotiations, facilitation of due diligence, through to completion and handover.
In today's competitive marketplace it is important that all businesses presented to the market are ready for sale. More deals are lost than won by those who fail to consider the sale from the buyers perspective or fail to adequately prepare for the sale process.
Whilst optional we recommend the following pre-sale activities are undertaken by all business owners.
* Vendor due diligence to identify key risks
* Assessment of value drivers and key assets
* Development of an action plan.
The period in the lead up to the launch of your campaign provides opportunity to take action to prepare for the process ahead.
Key objectives include:
Formalise our sale mandate
Structure the financial, tax & legal objectives
Prepare Teaser and Information Memorandum
Establish the data room
Market research & strategic buyer identification
Develop the marketing plan
Our process involves identification of the strategic buyer profile likely to pay the most for the business and the development of a plan to target these buyer groups. We typically adopt a combination of both direct and broad based marketing activites in order to generate quality leads.
Our direct marketing encompasses a number of venture capital and private equity groups, migration agents, as well as a vast database of strategic industry based acquirers (both in Australia and abroad) in conjunction with client identified priority leads.
This critical phase of the business sale process entails regular communications between all parties (multiple prospective buyers, your advisory team and the business owner.
Key objectives include:
Qualification of prospective acquirers
Facilitation of questions and answers
Co-ordination of site or asset inspections
Facilitation of expressions of interest
A key milestone in the progress of the business sale campaign is the agreement of key terms between vendor and the buyer. We will prepare a draft Term Sheet, Letter of Intent, ("LOI"), or Heads of Agreement ("HOA") to set out what has been agreed between the parties.
Term sheet items may include:
Timing of due diligence period
Expected date of completion
High level conditions and warranties.
Most written offers (Term Sheet) are conditional on the buyer's satisfactory completion of due diligence.
During the agreed due diligence period the buyer's advisory team may request a wide range of operational, legal, financial and tax related information.
We will project manage and co-ordinate the flow of information between the vendor's advisory team (BSP, legal, tax and other) and the buyers advisory team.
We use secure data rooms designed for MNA processes to ensure efficiency, transparency and ease of access.
Upon the successful conclusion of the due diligence period a commercial lawyer is typically engaged to prepare the Contract of Sale which may be either an Asset Sale Agreement or a Share Sale Agreement depending on the structure of the transaction.
During the preparation of the binding contract, warranties, indemnities and guarantees must be negotiated and agreed along with calculation / negotiation of working capital.
We will liaise with all parties to ensure a commercially realistic optimum outcome is agreed and binding agreement executed.
Following execution of the binding contract of sale, the buyer must settle the transaction in accordance with the agreed terms.
Typically this will involve the transfer of cash, assumption of debt, or payment by way of script for the agreed amounts less working capital and any escrow amounts which may be held for a period of time in trust.
Handover procedures are usually contemplated well ahead of completion however the change of ownership marks the formal commencement of handover activities.