Our 9 Step sale process
Our proven process will prepare your business for sale and attract the right buyers.
1. Get owners ready for sale
Owners complete and return a Client Questionnaire. This sets out the details of their business and motivations of the shareholders. We sign a Confidentiality Agreement.
We ask that you: (i) take initial tax advice on the preferred sale structure and timing; and (ii) take legal advice on our Engagement Letter and then sign it.
We ask that you: (i) take initial tax advice on the preferred sale structure and timing; and (ii) take legal advice on our Engagement Letter and then sign it.
2. Help owners get the business ready for sale
To get the best price for your business, we need to thoroughly understand your business, including:
• Market position, profitability, overall market share, competitor analysis
• Current pricing and degree of price sensitivity
• Product/service mix and locations
• Unexploited growth opportunities and strengths in growth markets
• USPs to current students
• USPs of your business to a potential Buyer
• Customer loyalty and satisfaction
• Current sales and marketing strategies
• Historic and present cash flows
• Dividends paid
• Market position, profitability, overall market share, competitor analysis
• Current pricing and degree of price sensitivity
• Product/service mix and locations
• Unexploited growth opportunities and strengths in growth markets
• USPs to current students
• USPs of your business to a potential Buyer
• Customer loyalty and satisfaction
• Current sales and marketing strategies
• Historic and present cash flows
• Dividends paid
3. Prepare for Due Diligence
Step 3 helps you prepare for a buyer’s Due Diligence. This is where the buyer and their lawyers review the key documents and information relating to your business, such as:
• History of the business and the main events
• Key products and services
• Finances and accounts
• Current year budgets
• Assets and property
• Staff and contracts
• Sales and marketing
• Contracts including supplier agreements
• Intellectual Property
• IT
• A file of all official reports on the business and of any awards won
• History of the business and the main events
• Key products and services
• Finances and accounts
• Current year budgets
• Assets and property
• Staff and contracts
• Sales and marketing
• Contracts including supplier agreements
• Intellectual Property
• IT
• A file of all official reports on the business and of any awards won
4. Help owners select and brief solicitors and accountants
• Ensure selected solicitors and accountants are experienced with Corporate Sales
• Check whether a VAT audit is required
• Solicitors instructed to prepare the Data Room
• Check whether a VAT audit is required
• Solicitors instructed to prepare the Data Room
5. Marketing
Preparation
• Agree Buyer profiles and their likely location (e.g. trade, parallel trades, agents, private equity, corporate finance brokers)
• Consider UK, Ireland, Europe, Australia, China, Japan and South Korea
• Agree methods of approach, ads and media, teasers and cold calling
• Agree a long list of buyers to be approached
• Write teaser to produce expressions of interest from long list
• Agree confidentiality agreement for buyers
• Write the Information Memorandum - this is the key sales document
• Arrange for the design of the Information Memorandum (IM)
• Approve the IM for distribution
Start to sell
• Distribute Teaser to long list of Buyers
• Vet and qualify expressions of interest
• Establish a shortlist of buyers
• Distribute Confidentiality Agreement to shortlist
• Receive signed Confidentiality Agreements
• Distribute IM to shortlist
• Follow up with buyers; evaluate their strengths
• Report to owners
• Agree Buyer profiles and their likely location (e.g. trade, parallel trades, agents, private equity, corporate finance brokers)
• Consider UK, Ireland, Europe, Australia, China, Japan and South Korea
• Agree methods of approach, ads and media, teasers and cold calling
• Agree a long list of buyers to be approached
• Write teaser to produce expressions of interest from long list
• Agree confidentiality agreement for buyers
• Write the Information Memorandum - this is the key sales document
• Arrange for the design of the Information Memorandum (IM)
• Approve the IM for distribution
Start to sell
• Distribute Teaser to long list of Buyers
• Vet and qualify expressions of interest
• Establish a shortlist of buyers
• Distribute Confidentiality Agreement to shortlist
• Receive signed Confidentiality Agreements
• Distribute IM to shortlist
• Follow up with buyers; evaluate their strengths
• Report to owners
6. Initial Negotiations
• Prepare presentation and negotiating strategy for each buyer
• Prepare 3 Year Plan for each buyer to demonstrate potential
• Meet buyers: present, sell and negotiate. Ask for Indicative Bids
• Report to owners
• Prepare 3 Year Plan for each buyer to demonstrate potential
• Meet buyers: present, sell and negotiate. Ask for Indicative Bids
• Report to owners
7. Core Negotiations
• Select top 3 Indicative Bids
• Invite top 3 into the Data Room
• Ask for Confirmed Bids
• Put bids in order and hold 2nd and sometimes 3rd meetings with top 3 Bidders to try to improve the Confirmed Bids.
• Advise owners to accept the top bid, subject to Heads of Terms
• Keep other Bidders warm for as long as possible, in case best bid withdraws.
• Invite top 3 into the Data Room
• Ask for Confirmed Bids
• Put bids in order and hold 2nd and sometimes 3rd meetings with top 3 Bidders to try to improve the Confirmed Bids.
• Advise owners to accept the top bid, subject to Heads of Terms
• Keep other Bidders warm for as long as possible, in case best bid withdraws.
8. Legal and Financial
• Solicitors and accountants on both sides negotiate Heads of Terms. Once agreed, owners sign Heads of Terms.
• Agree a sale timetable to ensure seamless management through the legal and financial Due Diligence process.
The main steps are:
• The Buyer does their Due Diligence (financial, legal, commercial)
• Owners disclose information in answer to Buyer’s questions
• Buyer and Seller negotiate and sign a Sale and Purchase Agreement which typically includes warranties/indemnities, and restrictive covenants
• Buyer's solicitor transfers cash to Seller.
• Agree a sale timetable to ensure seamless management through the legal and financial Due Diligence process.
The main steps are:
• The Buyer does their Due Diligence (financial, legal, commercial)
• Owners disclose information in answer to Buyer’s questions
• Buyer and Seller negotiate and sign a Sale and Purchase Agreement which typically includes warranties/indemnities, and restrictive covenants
• Buyer's solicitor transfers cash to Seller.
9. Celebrations!
Owners receive your money. Celebrate and sail off to your next adventure!
Have questions about selling?
Contact our team for more information.
We've helped lots of sellers exit successfully
View a sample of some of our recently-closed deals or view our current businesses for sale.
