This is a very well established and sophisticated approach that typically yields multiple offers 30-250% above what would normally be obtained without this high level of representation. These multiple offers need to be valued not only in terms of price, but also by the percentage of cash at closing, motivation and ability of the suitor to close the transaction, as well as the timing requirements of the due diligence process. Other important issues include determining what direction the company will take after the transfer of ownership, proper levels of capitalization and financing, as well as the structure or form of the proposal in terms of seller tax ramifications and contingent liability assumption/indemnification. We can advise our client in these matters. Following is an outline showing the services offered:

 

 

Phase I – Preparation 

  

• Obtain Company financials and other information and commence work on valuation of company, if required.

• Complete and deliver company valuation (where required).

• Develop, with Company assistance, a financial model (including pro-formas, recast earnings, projections, etc.) to be used with prospective acquirers/investors. 

• Prepare a blind profile describing Company to prospective acquirers/investors. 

• Obtain client approval of blind profile. 

• Prepare a detailed confidential memorandum(s) describing the Company to be shown to prospective acquirers/investors. 

• Obtain client approval of memorandum(s). 

• Identify and prioritize, in consultation with the Company, specifically named potential acquirers/investors. 

• Research and identify by industry, region, and size numerous general potential acquirers/investors for the Company.

 

 

Phase II- Marketing 

 

• Post blind profiles of the Company on Spectrum’s own website as well as all other websites (approximately thirteen) subscribed to by Spectrum in North America, Europe, and Asia.

• Initiate implementation of marketing campaign by contacting 3,750+ Buyout Groups (Private Equity Groups and Private Investment Groups) and over 1,200 other Intermediary firms in Spectrum’s proprietary database regarding the Company offering. 

• Obtain signed non-disclosure/confidentiality agreements from prospective acquirers/investors and provide confidential memorandum on Company. 

• Commence solicitation of specifically named potential acquirers/investors for the Company. 

• Obtain signed non-disclosure/confidentiality agreements from prospective acquirers/investors and provide confidential memorandum on Company.

• Research and obtain contact information of general potential acquirers/investors for the Company. 

• Commence solicitation of general potential acquirers/investors for the Company. 

• Obtain signed non-disclosure/confidentiality agreements from general prospective acquirers/investors. 

• Provide interested general prospective acquirers/investors with a qualifying buyer profile. 

• Review qualifying buyer profiles from general prospective acquirers/investors. 

• Provide confidential memorandum on Company to qualified general prospective acquirers/investors.

 

 

Phase III- Negotiation

 

• Solicit, as appropriate, preliminary indications of terms from potential acquirers/investors and assist the Company in determining which potential acquirers/investors should continue as part of the sale process. 

• Assist appropriate suitors in preparing letter of intent or offer to purchase. 

• Assist the Company in negotiating letters of intent with the prospects having the best combination of price, terms, and ability/motivation to close. 

• If an asset purchase of a C-Corp, initiate review of tax liability on corporate gain and a simultaneous stock sale to financial partner to eliminate state and federal corporate tax on sale of assets. 

• If the proposed transaction is a stock purchase assist both parties in bridging the contingent liability gap through representation and warranty insurance solutions. 

• Finalize and obtain signatures on offer to purchase.

 

 

Phase IV- Final Documentation and Closing

 

• Assist the Company in communications with the “best” prospect in the final due diligence process. 

• Assist the Company and its legal counsel to negotiate final terms of purchase agreement and affect a closing. 

• If appropriate, close third party stock sale of Company’s stock to eliminate corporate tax prior to dispersing Company’s proceeds of sale to owners.