Sell Side M&A - Maximize Your Business Value

Has a strategic buyer, competitor or private equity firm approached you about buying your business? Are you considering how to exit or obtain liquidity for your business? Are you wondering if the time is right to seek a buyer? No matter which situation you are in, Wilcox Investment Bankers’ guidance and advocacy can dramatically increase your odds of success and maximize the value you receive.

Our specialty is sell-side M&A representation. We apply our extensive transaction experience, deep industry knowledge and broad network of relationships to ensure you achieve the highest price, multiple strategic options and the best deal terms possible. We customize each engagement according to your financial situation, goals and capital market possibilities. We advantageously position your business and orchestrate an aggressive and systematic approach that creates competition among interested and credible buyers. Underlying our methods are adherence to extensive industry research, in-depth due diligence, rigorous financial analysis and active transaction management while maintaining the highest level of confidentiality.

Routinely, our clients close their deal at a higher value and with better terms than what they expected. Additionally, clients have the peace of mind and confidence knowing they have approached their transaction professionally and prudently, having done the right thing for their family, company, employees, and customers.

Our Approach Generates Excellent Results

Here is an example of our approach and how we generate excellent results for clients. We marketed this company to a number of qualified strategic and private equity buyers to create competition for our client’s business. We received the following range of bids. Note the differential between the high and low bids – quite significant.

Before we commenced marketing the business, our client was convinced that the strategic Buyer G would pay the most. Ultimately, however, our client elected to close the deal with Buyer B, which we negotiated a 10% higher valuation than its initial bid, and higher than Buyer A’s final bid. The result: millions of additional value for our client.

What if our client had NOT engaged us to aggressively market his business to fully test the market, and instead, entered into a direct, one-on-one negotiation with Buyer B or C or…? Unfortunately, he would not have achieved the maximum value the market was willing to offer and would have forfeited millions that otherwise would have been his. And he would never have known it. Further, without the leverage of having multiple bids, it would have been difficult to negotiate his best terms.

The example above is typical. Our approach and experience in managing the business sale process from A to Z not only ensures the best outcome for you, but it also enables management to focus on running the business while we focus on the transaction.

Our Method

Formulating a Plan to Improve the Odds of Success

Because selling a business is a complex process, having a plan in place prior to the undertaking dramatically improves the chances of a successful transaction and reduces the risk of the sale falling through and wasting a significant amount of time and resources. For most business owners, selling a business is something that happens only once in a lifetime, so it is important to do it right.

Over the years, pre-sale planning has increased deal proceeds by millions for our clients and has made it possible to close many complex transactions without costly delays and unnecessary risks.

From the outset, Wilcox Investment Bankers works with you to create a viable and executable sales plan. We help identify and articulate your goals and show you the available options to assure you make well-informed decisions. We surface issues before the sale process begins and craft creative solutions that enhance value and reduce surprises.

We create a customized marketing and sales plan. We then run an aggressive and systematic company sale process that creates a competitive market among multiple prospective qualified buyers. This approach ensures that we comprehensively test the market in order to find the right buyer, achieve your best financial outcome and satisfy your goals.

A plan to sell a business should include the following:

  • Identify your goals to ensure they are realistic and achievable.
    Perform strengths, weaknesses, opportunities and threats (SWOT) analysis to objectively assess the business and what drives value.
  • Ensure that the management team is capable and key managers are in place.
  • Prepare a preliminary financial valuation of the business in order to ensure that valuation expectations are aligned with market realities.
  • Conduct a thorough housekeeping. A buyer will send in its due diligence team to review and assess a number of matters: financial, tax, legal, insurance, assets, facilities, employment, customer, vendor and environmental. Better for us to deal with these proactively and get your business in order now instead of having to manage them during a transaction and risk the buyer uncovering issues that could imperil the deal.
  • Obtain an accounting audit, or at a minimum, a sell-side quality of earnings report from a reputable third party well versed in transactional due diligence. The money and effort spent is returned in multiples.
  • Prepare for how to deal with important transaction elements and terms. Common terms to consider include the tax consequences of selling assets vs. stock, non-compete agreements, indemnification, contracts with customers or vendors, intellectual property issues, and the retention of key employees.
Executing a Sale to Achieve Superior Results

Wilcox Investment Bankers delivers superior results by carefully defining your goals, aggressively marketing the business, developing a competitive environment among buyers and creatively negotiating and closing the transaction at the best possible terms and highest price. Our objective is simple - create a competitive bidding environment among qualified buyers, which ensures you obtain a true market test for the business, puts the negotiating leverage in our hands and delivers multiple good options.

Our experience in managing the business sale process from A to Z not only ensures the best outcome for you, but it also enables management to focus on running the business while we focus on the transaction.

A typical business sale takes six to eight months and can be described in three phases...

Phase 1: Deal Preparation

This phase begins with identifying your goals and business attributes. Based on these discussions and the review of relevant due diligence materials, we prepare a comprehensive descriptive informational memorandum that tells a compelling story about the business highlighting the important attributes, value creators, potential buyer synergies and investment points. Also included in the memorandum is a recast set of historical financial statements and credible financial projections to demonstrate the company’s earnings and cash flow power.

Simultaneously, we research the company’s market and competitive environment to determine the most logical set of qualified potential buyers. We then go a step further and identify a number of less obvious buyers, which may pay a premium in order to move into a new market, pick up valuable market share or acquire a new technology.

Phase 2: Sales & Marketing

In this phase, we approach pre-screened prospective buyers, ensure confidentiality agreements are in place, and provide the descriptive informational memorandum to interested parties. We answer questions and respond to data requests and facilitate all communication and information flow with prospective buyers. We also coordinate and host client site tours and meetings.

Phase 3: Transaction Execution

During this phase, we negotiate the deal price and terms, providing justification for a premium valuation. We assist you in deciding the ultimate buyer and work with the buyer and its due diligence team to fulfill data requests and manage on-site visits. We work with each party’s legal counsel to negotiate legal documents and assist in driving toward the final closing.

Corporate Divestitures to Increase Shareholder Value

Wilcox Investment Bankers also provides divestiture services for public and private corporations, boards of directors, and special committees. The spin-off or divestiture of non-core assets and corporate divisions is a valuable option for increasing liquidity and improving long-term shareholder value. We work with you to formulate a customized sales plan to achieve the best solution. Our hands-on approach makes it possible for the business unit to continue operating with minimum distraction during the sale process, providing your organization with the manpower and resources to navigate the due diligence process and guide the transaction to a successful closing.

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