卖方的营销阶段&一笔交易的解释[播客]

The world of mergers and acquisitions can seem like a whirlwind – then, 它可以在一顶帽子掉下来的时候慢到爬行. 一般的交易大约需要6个月, 但每笔交易都是不同的, whether the seller engages in a transaction process or sells directly.

我们分解M&分为四个不同部分的过程: Marketing Phase 1, Marketing Phase 2, Due Diligence, and Closing. 论交易摘要, Jared Rance of Hennepin Partners shares his perspective on the marketing phases of an M&A transaction process and what you can expect when you prepare to sell your business with help from an advisor.

卖方交易营销阶段1

• 时间: 6周+

• 关键人物: 顾问、卖方、其他顾问

• 重点: 收集数据，缩小买家范围

In a process-driven transaction, finding and approaching buyers actually is not the first step. 杰瑞德说“准备” & planning phase' exists to help advisors "learn the business and get our hands on as much data as we can."

Listen to this conversation on 交易摘要, a podcast from Redpath:

在准备中, sellers and advisors can expect to generate materials for "the elimination of surprises as we get deeper into the process." Those can include the following 和更多的, built from Q&与卖方的会谈:

• 买方清单
• 盈利分析的质量
• Non-disclosure agreements (NDAs) to issue in later phases

Jared says this phase builds the sell-side funnel to set the stage for the eventual deal. While it is a collaborative effort between you and your advisor, he adds that the advisor does most of the footwork in this phase: "The client sets the direction and gives us the information. We do the heavy lifting and come back to them with stuff to react to ... and make sure that we've adequately captured the uniqueness of the business."

而这个阶段的目的是给初级M&A advisor the chance to communicate directly with the seller and isolate the buyer field, other vendors and advisors may be looped in to provide more context. 其中包括注册会计师和税务编制人员, 合规专家, 盈余团队的素质, 和更多的. Their insights about the market ensures your advisory team is "shining light on the appropriate attributes of the company,贾里德说。.

准备和计划完成后，卖方 交易营销 becomes all about the outreach – getting in touch with the names from the buyers list you created earlier in the first phase. "It [often] starts by placing a call or an email … [to describe] the opportunity,贾里德说。, using a one-page "teaser document" of information gathered in prep. These initial conversations are conducted on a blinded basis; the buyers do not know what business the advisor represents until after the interested buyer signs an NDA later in this phase.

READ: Three Things to Know Before You Sell Your Business

With NDAs issued, the advisor begins sharing more in-depth information with buyers. “这描述了业务的各个方面,贾里德说。, "from why it's a great investment to the industry that it's in [to] the products or the services, an overview of the operations and why the company is going to grow, 然后是对财务状况的回顾."

The advisor is mainly responsible for many of the elements of this phase of sell-side marketing, including shopping the business around to identified buyers. But because the advisor advocates for the seller's interests, 他们“不会在真空中谈判," and the advisor often taps the seller's management team to get insight on certain questions a buyer may have. That involvement from the seller helps the advisor provide messaging that is "consistent from start to finish."

卖方交易营销阶段2

• 时间: 60天+

• 关键人物: 顾问，卖方，股东，买方

• 重点: 买家和卖家之间的会议

第二阶段在M&A advisory team receives indications of interest from buyers. "We try and curate the right universe of buyers to meet with management,贾里德说。. "And that doesn't always mean selecting just the top four or six or eight or 10 bidders. It can be a more thoughtful, analytical process, so that we bring the right balance ... 参与者与管理层会面."

READ: Should You Sell Your Business Directly or Work With an Advisor?

自然, 随着焦点的缩小, this phase demands more attention from the seller and their management team. Jared says this phase often includes presentations from the seller to the buyer(s) "in a very interactive format where ... the management team presents the story and the strategy of the company directly to the buyer."

在那之后, the buyers are given an opportunity to further their diligence, 检查数据, 以及与管理团队的进一步对话. 这里是与管理层共进晚餐的地方, 参观设施, 还有其他亲密的, 最后阶段的谈话经常发生. 在理想的情况下, this phase cultivates final offers from the most interested buyers, leading into the latter stages of the transaction process.

Jared stresses the importance of an advisor during all phases of the M&一个过程，尤其是因为 先发制人的报价 有可能改变游戏规则吗. 在大多数情况下, 你得到的第一份工作可能不是最好的, but having an advisor alongside you to determine what you do with that offer" is valuable.

不管你什么时候得到工作机会, 它可能值得娱乐——或者, 正如贾里德所说, it may be best to "fold that bidder into a process" to maintain competition among buyers and encourage even greater offers. Accepting or diverting an offer is a choice many sellers are not ready to make, but that an M&顾问知道如何构建一个流程.

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