Valuation Insight (VI) is a professional business consulting firm that 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 and family businesses; but also to publicly traded corporations requiring assistance with “buy-side” transactions.
Selling or buying a business can be a highly complex process to undergo, with many possible obstacles and risks along the way. At VI we manage and analyze every aspect of the business sale or business acquisition process; we solve for a fair market financial valuation of the business; we negotiate a 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 related to “sell-side” transaction representation. Since there are typically many more activities performed with “sell-side” transactions, we have listed most of the specific services performed for these types of engagements here.
The services provided by VI for “buy-side” transactions are generally similar to those shown here (but with less activities being necessary in most cases); however, 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.
With the Sale of a Business, some of the services VI provides to the Seller include:
The owners of many closely-held businesses are often 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.
During these initial discussions we will assess your specific circumstances, seek to understand your financial goals and come to a determination as to how we believe VI can be of assistance in helping you attain your goals.
Once you and VI mutually agree that it makes sense to engage our consulting services, we will clearly explain the specific services and activities you can expect us to perform, the anticipated timing to complete the project, as well as the fees associated with engaging VI to perform the services necessary to successfully complete the project.
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.
During this phase of the process VI may also 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’ll ultimately receive the maximum sale price for your investment.
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 your market area. This phase of the process might also include contacting potential Buyers on a confidential basis 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 may 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 is executed.
VI will oversee the preparation of customary 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 (CIM)
VI will prepare various marketing materials regarding the business and compile a Confidential Information (Offering) Memorandum (the “CIM”) such that your company is perceived as a well-organized, professionally managed business enterprise. This CIM will provide prospective Buyers with sufficient information about your company, which will enable the parties 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 history; an overview of the business and the services provided; a summary of the Company organization structure; narrative biographical information concerning key members of the Company management team; a narrative summary of the Company 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 historical and most recent financial performance (i.e., Income Statements, Cash Flow Statements & Balance Sheets); Schedules which set forth the Company Debt; and, Schedules which set forth the Company personnel, staffing and payroll/compensation.
These Schedules typically must be prepared such that the information appearing on them is presented in the standard format that sophisticated Buyers are accustomed to seeing (which is an activity we will perform). 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 affairs and organization of the Company, to enable prospective Buyers to compile a formal acquisition proposal.
VI will advise you on the alternatives that are available for structuring a deal 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 guide you through the pros and cons of customary transaction and purchase price structures from a variety of viewpoints, including: Cash versus Stock or Notes (or a mix) as Purchase Price consideration; tax considerations; “Earn-out” provisions of proposals; “Revenue Guarantee” provisions of proposals; risks associated with “Holdback” and “Indemnification” provisions relating to proposed deal structures; as well as Lease Agreements, Consulting Agreements, Employment Agreements, Non-Competition Agreements, Royalty Agreements, etc.,
Management of the Business Sale Process
VI will manage and coordinate the entire business sale process from start through 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 schedule that you establish and control.
As part of the prospective Buyers acquisition proposal compilation process, the party(s) typically must conduct site visits and meet with representatives of VI (and sometimes the Sellers) for the purpose of receiving clarification regarding questions or issues they may accumulate during their review of the CIM. VI will coordinate any site visits, coordinate all communications with prospective Buyers, coordinate any meetings deemed necessary and distribute any supplemental information requested subsequent to the distribution of the original CIM.
Selection of the Best Proposal & Letter of Intent
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 widely as to their structure, VI will perform detailed financial analysis and conduct evaluation procedures for the purpose of determining the proposal that’s 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 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 Purchase & Sale Agreement
VI will work in close collaboration with your attorney to negotiate all provisions of the final Purchase & Sale Agreement, as well as other ancillary agreements. 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 there are no “loose ends” remaining after the transaction is completed.
Other Noteworthy Information:
VI does not provide legal representation, engineering services, appraisal services, tax planning services or estate planning services. However, VI does maintain relationships with experienced contract law attorneys, engineering firms, certified appraisers, tax specialists, CPA firms and personal financial advisory firms that provide estate and wealth planning services, which we can recommend.
For example: If you do not already have an attorney selected to prepare the legal documents and the legal agreement associated with the transaction, VI maintains contacts with many highly qualified attorneys who specialize in contract law and Purchase & Sale Agreements. You may then interview, select and retain an attorney to handle the legal aspects of the transaction.
At Valuation Insight we recognize that the value and reputation of a business can potentially be harmed if 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 when this occurs.
Therefore, 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 will always be treated with the utmost confidentiality. You have our word on it.