Valuation Insight (VI) is a professional business consulting firm which specializes in providing expert merger & acquisition (M&A) advisory services and transaction representation. VI provides both “sell-side” and “buy-side” representation services, typically to clients who are the owners of privately-held service companies, but also to publicly traded corporations requiring assistance with “buy-side” transactions.
Selling or buying a business (or an income-producing property) can be a highly complex process, with many possible pitfalls along the way. At VI we analyze and manage every aspect of the business sale or business acquisition process; we solve for a financial valuation of the investment; we negotiate a transaction price and deal structure that attains your financial goals; and, we get the transaction closed on terms that are acceptable to you.
The services described below are primarily associated with “sell-side” transaction representation. Since there are typically many more detailed activities performed in connection with “sell-side” transactions, below we have listed the specific services performed for these types of engagements. The services provided by VI for “buy-side” transactions are generally the same (but with less activities being necessary in most cases); except the services are performed from the perspective of “the other side of the table”. For a detailed listing of services provided by VI for “buy-side” transactions, please contact us and we’ll be glad to provide this information.
If you’re considering the sale of your business, some of the services that VI provides to Seller include:
Many business owners (and income-producing property owners) are unsure of when, or if, they should sell their company. VI will consult with you regarding basic business sale issues on a no-obligation, confidential basis to help provide guidance concerning your options. VI may recommend that you institute certain changes to prepare and position the business and/or property for sale, with the goal of increasing the probability that you will ultimately receive the maximum sale price for your investment.
VI will perform complex financial analysis to determine a preliminary Fair Market Value of the business and calculate a potential sale price (or minimally a “price range”). This process will also include the compilation of a market analysis of the area serviced by the business, and an assessment of all businesses (i.e., competitors) providing the same services within the market area where your business is located. VI will assist you in determining an approximate Sale Price range that is reasonable and acceptable.
Prospective Buyer Identification & Screening
VI will identify and compile a summary of potential Buyers for the business. These parties may be national, publicly traded corporations seeking to expand into the market area served by your business, or, local competitors (both privately-held and/or publicly traded companies) seeking to grow the size of their company within the market. This phase of the process might also include contacting potential Buyers via telephone, with personal letters and/or via email to determine their interest level in acquiring the business.
VI will also determine if these parties are strategically motivated Buyers, synergistically motivated Buyers (i.e., if your business would be a tuck-in to their business) and/or financially motivated Buyers. This phase of the process will also include pre-screening potential Buyers to determine if they are financially qualified and capable of following through on a transaction should they express an interest in acquiring the business. Only serious and pre-qualified potential Buyers will receive confidential information concerning your business, and they would not receive such information until after a formal Confidentiality Agreement has been executed.
VI will oversee the preparation of Confidentiality Agreements and manage the process of ensuring that all such Agreements are properly executed before any confidential information is revealed to any prospective Buyer.
Confidential Information Memorandum
VI will prepare various marketing materials regarding the business and compile a Confidential Information Memorandum (the “CIM”) such that your business is perceived as a well-organized, professional organization. This CIM will provide prospective Buyers with sufficient information about your company to enable the party(s) to compile a formal proposal for the acquisition of the business.
VI will prepare this CIM based on information provided by you. The contents of the CIM will minimally include: A detailed narrative which describes and summarizes the Company’s history; an overview of the business and the services it provides; a summary of the Company’s organization structure; narrative biographical information concerning key members of the Company management team; a narrative summary of the Company’s operations, its major customers, its equipment, its assets, and its properties; and, a narrative summary concerning the Company’s prospects for future financial performance. The CIM will also include Schedules which set forth the Company’s historical and most recent financial performance (i.e., Income Statements and Cash Flow Statements); Schedules which set forth its historical and current financial condition (i.e., Balance Sheet); Schedules which set forth the Company’s Debt; and, Schedules which set forth the Company’s personnel, staffing and payroll/compensation.
Since every business is unique, additional narratives and/or Schedules will be provided as deemed necessary. In short, the CIM will provide prospective Buyers with sufficient information concerning the business and organization of the Company to enable the interested parties to compile a formal acquisition proposal.
VI will advise you on the alternatives that are available for structuring a transaction and provide advice regarding the types of transaction structures you might expect to receive from prospective Buyers, prior to the acquisition proposals actually being submitted.
VI will advise you on the various “pros and cons” of various transaction structures from a variety of perspectives such as: tax benefits; cash versus stock (or a mix) as Purchase Price consideration; “Earn-out” provisions of proposals; Revenue Guarantee provisions of proposals; risks associated with “Holdback” and “Indemnification” provisions as they relate to a proposed transaction structure; employment agreements; non-competition agreements; etc.
Management of the Business Sale Process
VI will manage and coordinate the entire business sale process from start to the Closing. After the CIM has been distributed to pre-qualified prospective Buyers, acquisition proposals will be received from these parties based upon a pre-determined schedule.
As part of the prospective Buyers acquisition proposal compilation process, these parties will typically need to conduct site visits and meet with representatives of VI (and sometimes the Sellers) for the purpose of receiving clarification on any questions they may have accumulated after reviewing the CIM. VI will coordinate any site visits, coordinate all communications with prospective Buyers, coordinate any meetings that are deemed necessary and distribute any supplemental information that is accumulated subsequent to the distribution of the original CIM.
Selection of the Best Proposal
After all acquisition proposals have been received from prospective Buyers, VI will work with the Sellers to review, compare and evaluate the acquisition proposals that are received. Since acquisition proposals can often be complex and vary in structure, VI will perform detailed financial analysis and other evaluation procedures for the purpose of determining the proposal that is in the best interest of the Sellers.
VI will prepare a summary of all proposals received, such that the Sellers are able to make a fair comparison and make a decision as to which proposal to accept. VI will then contact the prospective Buyer whom has been selected by the Seller to notify them that their proposal has been deemed acceptable, and to request that the prospective Buyer submit a formal Letter of Intent.
VI will coordinate the form that the Letter of Intent should take and establish a schedule for submission of this formal proposal. VI will then work with the Sellers to ensure that the Letter of Intent is properly executed by all parties.
Coordination of Due Diligence Activities
VI will assist you in compiling all of the information requested by the potential Buyer as part of their due diligence process, and coordinate the development of a data room where all due diligence documents will available for review by the prospective Buyer.
VI will also accompany the potential Buyer on any physical site visits and equipment/property inspections, which are a customary part of the due diligence process when selling or buying a business.
Negotiation of the Final Sale & Purchase Agreement
VI will work in collaboration with your attorney to negotiate all provisions of the final Purchase & Sale Agreement. We will be there to handle all details of the transaction and provide professional representation, so that you may focus on doing what you do best; leading and managing a successful business.
The Transaction Closing
VI will coordinate and plan all aspects of the transaction closing process. VI will also attend the Closing and work with you, your attorney and your accountants to successfully consummate the transaction. The transaction does not end at the Closing, so VI will also compile a complete listing of any post-Closing events that are scheduled, to ensure that there are no “loose ends” remaining after the transaction is completed.
Other Noteworthy Information
VI does not provide legal representation, certified appraisal services or engineering services. However, VI does maintain affiliations and relationships with highly experienced contract law/M&A attorneys, certified appraisers, engineering firms, private equity firms and other professional service firms that specialize in mergers and acquisition.
For example: If you do not already have your own attorney selected to prepare the legal documentation and Agreement associated with the prospective transaction, VI maintains contacts with many highly qualified attorneys who specialize on contract law and Purchase & Sale Agreements. You may then interview, select and retain an attorney to handle the legal aspects of the transaction. We’re also able to recommend other highly qualified professional service firms (i.e., engineering firms, CPA firms, etc.,) in the event their services are deemed to be necessary in order to complete the transaction.
At Valuation Insight we recognize that the value and reputation of a business can potentially be harmed when the wrong parties learn that a business is either for sale or available for acquisition. A company’s customer base, its employees, its vendors, its banking relationships, and even its competitive position can be adversely affected if this occurs.
Hence, it is imperative that all communications concerning the potential sale or acquisition of a business remain strictly confidential. Any dealings between you and representatives of Valuation Insight are always treated with the utmost confidentiality. You have our word on it.