M&A Advisory Sell-Side Process
Our Sell-Side Process
Selling a Business is Complicated. We Make it Simple.
We've dedicated over a decade to perfecting every aspect of selling a business. The outcome is a proven process that maximizes your sale price and minimizes your risk of failing to complete the sale. The Waypoint Private Capital 5-Step Process is straightforward and efficient, detailing a defined roadmap for the sale process that guides our activities and informs our clients about what to expect at every stage of the process.
Following is an overview of our 5-Step Sell-Side Process:
Step 1: Information Gathering
Through a series of meetings and collection of documents such as financial statements, operating data, organizational charts, etc. our goal is to learn everything we can about your business.
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Story of Past Accomplishments: The interviews we have with the owners and management team of the company, coupled with the financial and operational data we collect, will help us to develop the story of the company.
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And Future Opportunities: We will also work with management to put together a compelling story about the future opportunities for the company and how the buyer can capture those opportunities.
All information we collect from the company is catalogued in a data room so we can be responsive to buyer inquiries during the sale process.
Step 2: Prepare Marketing Material
Before we start conversation with any potential buyers, we carefully prepare “the marketing materials”, which consist of the following:
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Executive Summary: The executive summary is a one- to two-page summary of the company that gives the prospective buyer just enough information to make an initial assessment of the opportunity to determine if it fits within their investment criteria. This summary usually does not include the name of the company being sold, but will include high level information about the company, the industry they are in, and high-level financial data.
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Confidential Information Presentation: The Confidential Information Presentation is a detailed document that contains enough information about every aspect of the company that should answer all of the obvious questions a buyer would have about the company and lays out the growth opportunities the buyer can pursue.
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Financial Model: The financial models we prepare include historical financial statements and analysis as well as variable driven, bottoms up projections that are defensible and show buyers exactly how the company can achieve the growth and margins being projected.
A company only gets one opportunity to put their best foot forward, so the team at Waypoint Private Capital carefully and professionally prepares the marketing materials prior to starting any conversations with buyers. We do the heavy lifting while you continue to run your business.
Step 3: Go To Market
We develop and execute a strategic marketing campaign focused on introducing the opportunity to the right buyers in a manner that will maintain confidentiality for the seller. Here's how Waypoint Private Capital does it:
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Develop target buyer list: We first work with the seller to determine which potential buyers they will consider selling to. The buyer types include strategic buyers (often competitors), financial buyers such as private equity firms and family offices, or the management team at the company. Then we use those parameters to develop a list of potential buyers that will be approved by you before we contact them.
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Distribute the Executive Summary: We send the executive summary and a non-disclosure agreement (NDA) to all potential buyers to introduce the opportunity.
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Distribute Confidential Information Presentation: Interested potential buyers will return an executed version of the NDA. Upon receipt of the NDA we send them the full Confidential Information Presentation.
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Conduct Management Calls: Interested buyers have many questions. The team at Waypoint Private Capital handles the first round of buyer questions, then coordinates calls with management when the time is right.
Step 4: Auction & Negotiations
The M&A auction process is led by the professionals at Waypoint Private Capital. Our goal is to create an auction-like process that creates competition amongst buyers and results in the highest price and best deal terms for the seller.
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Solicit Indications of Interest: The first step in the auction process is to solicit indications of interest (IOI) from all potential buyers who received the Confidential Information Presentation. Those IOIs are due on the same date and will include all the information we requested from them in the instructions, including valuation, deal structure, etc.
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Conduct Management Meetings: All IOIs are reviewed and compared and the groups with the best terms are invited to attend management meetings on site at the seller facility to meet management and further evaluate the business.
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Solicit Letters of Intent: Only those potential buyers who attended management meetings are invited to submit letters of intent (LOIs). They are due on a specific date and should be considered the best offer the company is going to submit.
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Evaluation and Negotiations: None of the potential buyers knows who else is trying to buy the company or what terms they have offered. This gives the seller an information advantage and causes buyers to put forth their best offers. We will negotiate different aspects of the LOIs with the top bidders prior to helping the seller decide which buyer to choose as the successful bidder.
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Sign the LOI: Upon signing the LOI, the seller agrees to move forward exclusively with only one buyer.
Step 5: Due Diligence & Closing
The major terms of the sale are decided by this point, but there is still a final push before the sale is complete. The Waypoint Private Capital team will continue to guide you through this final stage of the sale until the documents are signed and you have been paid.
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Buyer Due Diligence: During buyer due diligence the buyer really digs into the details of the business, primarily to confirm what we have already told them. They will usually hire a third party to conduct a quality of earning examination of your financials and will examine contracts, insurance, suppliers and other important aspects of the business.
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Attorney Preparation of Purchase Agreement and Other Legal Documents:
Both parties hire their respective legal counsel to prepare and negotiate the purchase agreement and other legal documents that govern the sale transaction. Although Waypoint doesn’t do any legal work, we stay involved in this process to make sure everything stays on track.
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Closing and Capital Transfer: When due diligence is complete and legal documents are finalized, both the buyer and seller will sign all required documents and the money will be transferred to the seller.
Choose Waypoint Private Capital to
Sell Your Business
Expert
Messaging
You only get one chance to put your best foot forward when selling your company. The team at Waypoint Private Capital helps you tell a compelling story about your company that appeals to buyers.
Expert Guidance: Start to Finish
The Waypoint team will
be your guide from
start to finish in the
sale process, lending
our experience and expertise to every
decision throughout
this complicated sale process.
Extensive Buyer Network
We have an extensive network of private equity firms and strategic buyers to introduce your company to. When buyers see our name attached to a deal they know the seller is serious and the deal is good.
Competitive Auction Process
Our M&A auction process creates competitive tension amongst buyers who don’t know who else is bidding or what their terms are. This ensures a sale process that results in the best possible terms for the seller.
