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Sell-Side Services

We provide a full-service capability in selling a company, covering all aspects of a company sale that you would expect and more.

Our service covers from initial instruction through to the final completed sale.  We provide an exceptional level of service with experienced Director-led engagement throughout. 

As a boutique, we spend a considerable amount of time upstream to understand the business, its products, services and markets.  Only once we have fully understood the business do we set about selling the company.

We prepare all financial data together with an Information Memorandum that describes the company and its future potential.  In tandem, we conduct exhaustive research to identify and financially screen strategic buyers that are aligned to our client’s business.

One of our key strengths is identifying and matching strategic buyers and sellers.  As well as having access to a variety of M&A platforms and global databases, we have an excellent research capability that can operate nationally and globally. Having completed transactions as far afield as China, Australia and South Africa, we are able to research and connect with a global audience.

We conduct confidential 1 – 1 outreach at the most senior level to solicit interest in our client’s business.  We will negotiate with potential buyers to optimise our client’s position.  Once we have an agreed deal in play, we will co-ordinate the due-diligence process and liaise with the legal teams to ensure a satisfactory closing of the deal

Our process has been carefully honed to deliver the optimum result for our clients’.

Each project involves our 8-step process:

1.

Understanding the business

We meet the company shareholders and / or the management team to understand the business in detail. We review all aspects of the business including financial data & KPI’s together with understanding the product / service and its competitive USP. In particular, we take time to really understand the markets the business operates in. This takes place at the clients organisation and is conducted under non-disclosure so that all data is protected. We understand the sensitivity of the work involved and we are used to ensuring a high-level of confidentiality.

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2.

Market insight

Together with the client, we identify what industries would be most aligned to the type of business our client operates in. We identify where synergy would be created by an acquisition of our client’s business - e.g. with a competitor, or an aligned industry. We take any company names that our client suggests and we then build a detailed research brief on the ideal target together with a defined geographic scope. We will identify specific criteria such as company size, activity as well as financial criteria that provides evidence of prior or desired M&A activity. Our industry experience within our target sectors often means that we are able to widen the research brief into areas our clients had not previously considered.

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3.

Researching buyers

We use the market insight developed above as a guide to research the market for individual companies that meet the criteria. We work within the limits of the geographic scope - some searches are local (e.g. UK), some are global. We use a variety of proprietary databases, search engines, industry trade & credit directories to identify company names that meet our search criteria. For international searches, we will search using both English and the local language to ensure that each search is forensic in nature. This process typically takes 4 - 6 weeks and will create long-lists of several hundred or more potential candidates. This list will then be analysed by a senior Director comparing the financial metrics such as P&L and Balance Sheet to produce a short-list of potential candidates. This short-list will be reviewed by the client to assess viability together with any extra additions / deletions. Once a short-list is agreed, we will then conduct a further wave of research to identify the ‘decision-making team’ - usually the CEO / President and associated colleagues (e.g. Head of M&A) and their respective contact details. We will often complement this bespoke list with names of companies and private equity firms who may be interested to review the opportunity.

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4.

Financial analysis

We will analyse clients' historical financial statements - profit and loss (P&L), balance sheet, supporting management information and key performance indicators (KPI’s). We prepare a pro-forma summary showing cash-free debt-free statements and will help model future income statements. Our analysis will also uncover data such as working capital trends and aspects of the balance sheet that could be re-structured to optimise an exit position. Our analysis will provide a pre-tax indication of debt-free cash-free disbursements based on a range of valuation indexes.

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5.

Information memorandum

We use data collected during the initial meetings to create a compelling Information Memorandum (IM). Where required, we can commission photography for any supporting visuals. Using the financial analysis prepared earlier, we prepare a detailed overview of the business, its operations and its USP. The IM is designed using Adobe InDesign with any supporting visuals to produce a very high-quality luxury look-and-feel PDF, together with a supporting narrative that demonstrates reasons how and why the business would make a strong acquisition project. The IM is reviewed at various stages and signed off by the client.

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6.

Market outreach

Once we have a launch date, we will contact all the individuals and contacts on our shortlist. This will be handled by our Senior Team personally to connect with the appropriate decision maker. This outreach is conducted anonymously with the goal to solicit interest to review in detail. Having taken the time to understand our client’s business right from the outset, we are well-placed to discuss with CEO’s etc. on the merits of acquiring our client’s business and the potential synergies available as part of a deal. Once interest is confirmed, we will issue a non-disclosure agreement (NDA) and once signed, the IM can be released for review

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7.

Non-binding offers

We will discuss and develop interest with all interested parties. Where required, we will facilitate and conduct management meetings between the potential buyer(s) and our client at a suitable location. We help our clients prepare and will guide them through the process. We will then solicit non-binding offers from interested parties and will negotiate to optimise any offer. After receiving final non-binding offers, we will liaise with our client for them to select one party to engage with and lay down heads-of-terms. On behalf of our clients, we will bring our commercial experience to bear to ensure that heads-of-terms and the overall offer are competitively positioned.

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8.

Due dilligence & closing

The buyer will wish to conduct due-diligence, so our clients will select the appropriate tax, accounting and legal advisors to support them through the due diligence process. We will project manage the whole process for our client, liaising both with buy-side and sell-side teams throughout. In particular, we work very closely with our clients legal team to ensure the appropriate level of “commercial input” on behalf of our clients in the construction of the sale and purchase agreement (SPA). We oversee the project all the way until the point of closing.

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