Sell‑Side Advisory
Designing and assuring this coordinated process that connects strategy, valuation, market engagement, diligence, and negotiation results in a successful closing.
9–12 months
- Maximize Value
- Position Narrative
- Normalize Financials
- Mitigate Risk and Chaos
- Ownership objectives and transition path assessment and determination
- Process design and management
- Transaction preparation through closing management
- Market positioning
- Financial normalization
- Target buyer identification and assessment
- Outreach and information flow control
- Management‑meeting preparation
- Diligence coordination
- LOI assessment
- Negotiation support
- Issue triage
- Close management
The Timeline
A typical sale process runs nine to twelve months from our first conversation to the wire transfer. Some sectors naturally take longer — and we will identify if you fall into that category early on — while others move much faster. Speed to close is directly tied to readiness: clean financials, defensible earnings and adjustments, and organized documentation. The ten steps outlined below map out what those months look like.
Foundation & Gathering
We ground the assessment by aligning the hard data with qualitative elements including the human factor. Instead of just pulling financial information, we dig into understanding the business model, key customers, performance and growth drivers, risk, and the underlying “why” to figure out exactly what stakeholders hope to achieve with this valuation. By sitting down and having deep‑dive conversations, we look to uncover the realities. Melding these with the strategic goals and clean financials ensures your valuation is built on a meaningful, purpose‑driven foundation rather than just cold numbers.
Analysis & Modeling
We roll up our sleeves and translate all that data and context into financial frameworks. We start by “normalizing” the financials, which just means scrubbing away one‑time expenses or unusual items to see how the business truly performs. From there, we assess the economic environment, industry life cycle, and competitive landscape to establish baseline performance and risk assumptions. Then comes model construction in which we run the math across your valuation buckets — whether that’s projecting future cash flows or hunting down what similar companies recently sold. Finally, we stress‑test our modeling by flexing key numbers like growth rates, ensuring our conclusions can stand up to real‑world scrutiny.
Synthesis & Delivery
We bring everything across the finish line, translating the financial data into a clear, defensible story. Rather than just averaging the results of different valuation methodologies, we look at the big picture to determine which approach carries the most weight before applying real‑world premiums and discounts. Ultimately, our valuation report weaves a narrative that links the math back to qualitative realities, providing a highly defensible and well‑reasoned conclusion of value.
Marketing Material Creation
Once the foundation is set via the prior steps, the focus shifts to crafting a compelling investment narrative. This comes in the form of two documents: an anonymous, one- to two‑page “Teaser” designed to pique interest without revealing your identity and a comprehensive Confidential Information Memorandum (CIM). The CIM serves as the definitive guide to your business, detailing your operational history, performance and growth opportunities, market positioning, and financial forecasts. Simultaneously, we build a robust, forward‑looking financial model so that when prospective buyers begin asking hard questions about the business, we have data‑driven answers ready to go.
Targeted Buyer Outreach & NDAs
With the marketing materials finalized, we then build a highly curated list of potential buyers, typically a mix of strategic buyers (competitors, adjacent companies, or customers) and financial buyers (financial sponsors). The Teaser is sent first to gauge interest. If a buyer wants to learn more, they must first sign a legally binding Non‑Disclosure Agreement (NDA). Only after the NDA is fully executed will we release the CIM, thus opening the door to deeper discussions. Throughout, outreach is direct and phased with timing being carefully controlled to manage an asymmetric playing field in that some parties move incredibly fast while others can be notoriously slow. The goal is to have interested parties arrive at the finish line as close to the exact same moment as possible.
Indications of Interest (IOIs)
Instead of setting a pricing baseline upfront based on an independent appraisal, we let the market act as a valuation discovery mechanism. After reviewing the CIM, interested buyers are given a formal deadline to submit an Indication of Interest (IOI). Think of this as the first round of sorting the wheat from the chaff. An IOI is a non‑binding, written proposal where the buyer outlines preliminary variables such as valuation range, how they plan to structure the deal, and their general timeline. In many respects, it will be comparing apples to oranges. We will review, analyze, and meticulously model these IOIs side‑by‑side having evaluated everything from headline price to buyers’ credibility. From there, we will together whittle down to a tight, competitive shortlist of buyers.
Management Presentations & Q&A
Once we narrow down the initial bids to a tight shortlist, this remaining shortlisted group of buyers is invited to talk with you directly. This is where the transaction becomes human. It is highly orchestrated where you tell the operational story of the business. It is your opportunity to showcase the company while allowing buyers to ask more granular questions. In advance, we conduct prep sessions with you including running mock sessions addressing tough questions and scripting how to discuss and explain points with confidence and credibility. We will manage the Q&A to ensure your secrets are protected and opportunities and challenges are factually expressed and balanced. Central is maintaining momentum, competitive tension, timing, and signaling that the absolute best offer needs to be put forward to the final round.
Letters of Intent (LOIs) & Deal Structuring
Remaining buyers are asked to submit a formal Letter of Intent (LOI). While largely non‑binding, it goes far beyond the initial IOI, requiring buyers to transform vague expressions of interest into specific, concrete purchase prices and explicit transaction terms and structures. Together, we will carefully dissect each offer — evaluating not just the highest valuation but also the buyer’s certainty of close, fit, and transition terms, and negotiate the finest details of these competing offers to select a single, winning buyer. Signing an LOI means granting that buyer a strict exclusivity period during which you agree to not talk to any other party.
Confirmatory Due Diligence
This is where the chosen buyer gets under the hood to verify everything they have been told so far. They will deploy accountants, lawyers, and other experts to audit your financials, contracts, documentation, and operations. The diligence becomes deeply operational and, oftentimes, highly personal. To enable them in this activity, information about your company will be stored and made available via a secure Virtual Data Room. We will act as a vital buffer, resolving disputes, reducing distractions, managing momentum, and protecting agreed‑upon terms and conditions. At the same time, we work with attorneys on the definitive agreements.
Closing
The process culminates in a synchronized effort to cross the finish line. Attorneys on both sides draft and finalize the definitive legal documentation, ensuring every nuance of the transaction framework is accurately captured in the purchase agreement. We help to coordinate the task of securing all necessary third‑party consents, regulatory clearances, and comprehensive disclosure schedules required to help limit your post‑transaction liability. With all conditions satisfied, both parties complete a simultaneous sign‑and‑close, executing the final contracts and triggering the wiring of the proceeds, successfully concluding the sale of your company.