Custom-tailored approach to deliver exceptional results.
Business owners have a variety of goals when it comes time to sell their business: the highest price, the best cultural fit, the most synergistic, preserve the brand, take care of the people, or some combination thereof. The sale process can be complicated, like a maze frought with wrong turns and potential pitfalls. Many business owners go through this process once in their lives so it is critical to have the right advisors on your team. We are passionate about helping our clients avoid the pitfalls and achieving the outcome that best aligns with your objectives.
Our Sell-Side Process
Determine Your Best Path
We begin with understanding the personal goals of our clients for the transaction, which set the foundation for the entire process. Some clients are seeking to bring on a partner to help them finance future growth while others desire a full exit. Whatever your goals are, we work with you to develop a transaction narrative that best suits your needs.
Develop Marketing Strategy
We customize a marketing strategy to fit each client depending on a variety of factors including timing, confidentiality concerns, business performance, state of the industry, etc. We advise our clients of all of their options and associated risks/rewards with the general understanding that the more broadly we are able to market the deal, the greater the chances we will find the best buyer but we always balance that against the confidentiality risk to determine the best path forward.
Identify Best Buyers
We use a variety of proprietary software tools to build buyer lists tailored to fit the marketing strategy. Our proprietary CRM database contains hundreds of thousands of contacts from private equity firms to family offices, C-level execs with corporate buyers and a variety of high net worth individuals and deal professionals. Additionally, we use industry leading software platforms to identify C level contacts at strategic buyers and private equity portfolio companies to augment our CRM.
Prepare a Teaser and Confidential Information Memorandum ("CIM")
The Teaser is the first document delivered to prospective buyers and provides a brief anonymous overview of the opportunity so prospective buyers can determine whether or not they would like to pursue a transaction and sign an NDA. The Confidential Information Memorandum (“CIM”) is a much more in depth overview of the business providing details on the management team, industry, operations, achievements, competitive advantages, history, employees, financial results and future growth potential.
Taking Your Business to Market
Targeted marketing to prospective buyers
The first step in going to market is to circulate the Teaser with the buyer list. The Teaser contains only a summary description of the business and at this stage we are simply soliciting signed non-disclosure agreements. Our goal is to reach as many prospective buyers as the marketing strategy calls for while maintaining strict confidentiality.
Providing prospective buyers with further information
As signed NDA’s come in from prospective buyers, we screen each one before divulging any further information. We conduct reverse due diligence on the buyer to determine their level of interest (are they window shopping or fishing for information?) and ability to close (do they have the funds or do they have access to financing to buy the business?). Upon passing the initial screening, we deliver the CIM along with a Process Letter that outlines process timing and next steps.
Follow Up and Further Information Exchange
We contact each interested party within 10 days after delivery of a CIM to gauge their interest and begin a further dialog about proceeding toward an Indication of Interest submission. Those expressing continued interest typically have follow-up questions and supplemental due diligence requests to supplement the CIM.
Indications of Interest
After receipt of the CIM and supplemental preliminary due diligence information, prospective buyers should have sufficient information to prepare an Indication of Interest (“IOI”). In our Process letter, we provide content and formatting guidance along with a submission deadline for IOIs. We ask them to submit a Letter of Interest outlining a purchase price range and other material terms of a potential transaction.
Buyer Selection & Transaction Close
From the IOI submissions, we select a short list of buyer candidates to advance to the next round of the process, which typically includes presentations from management, site visits and access to the first stage of the virtual data room. This is an important step for both buyers and sellers to determine if there is an alignment of interests from which to proceed. Our team helps prepare our clients for these meetings and advises throughout this important stage of the process to avoid missteps.
Obtain Letters of Intent and Buyer Selection
After management meetings have completed, we circulate a second round Process Letter with timing, content and formatting guidance for Letter of Intent (“LOI”) submissions. Typical LOI’s contain high level deal terms including purchase price, structure and timing of consideration, due diligence, working capital, exclusivity, etc. We advise our clients on the pros and cons of alternative LOI terms and work through a proceeds analysis to help compare proposals on an “apples-to-apples” basis.
Manage Due Diligence
After selecting a buyer and executing an LOI, we advise our clients through the due diligence process and manage diligence requests using the virtual data room (“VDR”). Typically, buyers will have accounting, legal, HR, benefits, insurance, and operations due diligence teams with information requests. Diligence is a very detail oriented and time consuming process and our knowledge of the buyer’s needs and “hot buttons” helps us streamline the process and take much of the burden off management.
Negotiate Definitive Agreements
We work with legal and accounting advisors to help our clients understand the various provisions of the definitive legal agreements. With decades of transaction advisory experience, we can anticipate issues that a buyer may raise during the negotiation process. We will collaborate with you to develop solutions before they arise, giving you the advantage during negotiations and protecting the material terms of your agreement.
We quarterback the process and provide support all the way to the final closing day to ensure that your objectives are met and the transaction closes successfully.
For corporations seeking to divest a subsidiary or division, R.L. Hulett is uniquely qualified to assist given the team’s prior experience in corporate finance and public accounting.
Cash Out and Stay in
We have negotiated numerous sale transactions where our clients have rolled a portion of their proceeds into ownership in the new company while still taking meaningful chips off the table.
A Word About Confidentiality
We understand the sensitivity of taking your business to market as well as the risk of disseminating information about your business. Certain information in the wrong hands could damage relationships with customers, suppliers and employees. Our multi-step process is designed to disclose critical business information only to those buyers that have expressed a bona fide interest, who have a proven ability to execute a transaction and have signed a Confidentiality Agreement specifically catered to protect you. Protecting your business and its value is our primary concern.