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  • The blessing and curse of both Strategic & Private Equity (PE) buyers is that they tend to be highly formulaic.

  • By understanding the Strategic & PE Buyers’ mindsets and the key steps of the transaction process, one can maximize value and assure closure.

From Decision to Explore a Sale to the Offer (Letter of Intent)

  • These steps are:

    • Understand the buyer community and each specific buyers’ ‘box’. Don’t over-estimate these buyers’ flexibility or depth of insight into your Industry.

    • Package the Business to highlight its true key aspects and value propositions.

    • Match Your Business to each type of buyer’s ‘box’.

    • Create eager buyers by showing them how acquiring your business helps them reach their goals—quickly. Understand their needs and pain points. Maximize return for You.

    • Understand market pricing, value drivers, key buyer concerns and bridges over those.

    • Structure deal to minimize risk to you the Seller to maximize total after-tax return to You.

    • Identify a lead buyer and get to letter of intent (LOI) at the best possible market terms—quickly—or if the initial buyer isn’t as expected, reach out to larger group in targeted auction per above.

    • Make sure the LOI has all key financial and structure details needed to box in the legal teams to comply with the terms in the LOI.

    • Get to LOI swiftly, Advance to Closing.

From Letter of Intent Offer to the Closing of the Transaction

  • From LOI to Close, it is important to maintain focus of all parties, including third party service providers, and keep all on pace—Time is the Enemy of the Deal.


  • The key steps to closing with a buyer are:

    • Data Requests: ‘write once, read many times.’ Get all diligence lists (legal, QoE, Insurance, HR, etc.) upfront and establish one data room and protocol to conform all diligence and requests lists such that each piece of data only has to be generated once to minimize the demand from 3rd party Support (QoE, Legal, Insurance, HR etc.). Keep a mirrored data room.

    • Quality of Earnings (QoE): Control the playing field: define best time period(s) to be measured. Establish and support all key add-backs and adjustments with data and logic.

    • Quality of Risk (Insurance Diligence): make these Insurance teams work thru the existing data room & limit requests.

    • Legal: Keep both sides of the legal table in ‘their lane’ and executing on LOI. Review all contracts/agreements to conform to LOI and avoid gotchas.

    • Human Resources: Be clear upfront how transition of employees will be handled at closing; plan for it.

    • Forward Momentum: Keep all parties moving toward closing.

    • Support:  Support and create space for you, the business owner, to be able to have the degrees of freedom to run your business successfully up to and thru Closing.

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