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Process - Middle Market
Retain Morgan & Westfield
The first step in the process is to retain Morgan & Westfield as your intermediary. In the engagement letter, we send to you, we will lay out our standard fees and services, as well as our promise of confidentiality. We also explain in detail the terms of our representation.
Create a Strategy
Once you have retained us as your intermediary, the next course of action is for us to create a strategy for selling your company. Our experienced staff will work out a plan of action, so we can prepare you for what is ahead, offering straightforward advice on all phases of the process.
Our staff at Morgan & Westfield will customize a strategy just for your company. We are in a position to analyze your company’s strengths and weaknesses. Through this process, we will help you identify what you can improve, making your company more attractive to potential buyers. We will also advise you on what action you need to take leading up to the process of selling your business. By the time we are through, you will have solid advice on everything you need to sell your business, including information on pricing and what legal documents you will need to have on hand.
Our services are available whether you are ready to sell your business now or are simply preparing an exit strategy. Either way, we maintain the strictest confidentiality throughout the process.
Establish Valuation and Pricing
With decades of experience, we know what businesses are worth. For your business, we will begin by creating a range of prices that are suitable for your market, devised by our middle-market team. Most companies on the lower end of the middle-market are sold using an auction process without a set price. Our team will prepare you for the market, including providing the lowest amount for which your business should sell.
Coordinate Drafting of Confidential Selling Memorandum and Teaser Profile
Next, we will draft the Selling Memorandum and the Teaser Profile, two documents you need before we begin the sale process. The Teaser Profile is a way of maintaining confidentiality while still marketing it to potential buyers. We send it to potential buyers before moving forward with a handful of qualified buyers. It provides an overview of your business without revealing your identity before you and the potential buyers sign a legally binding confidentiality agreement.
The Selling Memorandum is a much longer report of all the information your buyers will need, given after the confidentiality agreement is signed. It anticipates the questions they will ask when looking to buy your business and provides answers to those questions in a professionally prepared document.
Develop a Marketing Plan
One of the main keys to selling your business is a well-thought out and intelligently-executed marketing plan. We have years of experience selling companies, and we will target the plan to attract the most suitable buyers. As part of our strategy, our middle-market team will assist you in creating a list of potential acquirers. Our plan is personalized for your business, including strategies to draw in both strategic and financial buyers.
Contact the Targets
Our middle market teams targets the best potential buyers, including corporations, private equity groups, wealthy individuals and competitors. We send them the Teaser Profile to pique their interest. We always take confidentiality into consideration, as the Teaser does disclose the identity of your business. Afterwards, we contact the potential buyers to see if they have an interest in your business. Those who do move on execute a confidentiality agreement.
Sign a Confidentiality Agreement
Potential buyers who want to know more must sign this agreement, as the Selling Memorandum given in the next step provides confidential information. If the buyers move on to perform due diligence, they will be reviewing your company from within, talking to individuals and reviewing documents. The confidentiality agreement protects your interests throughout the process and ensures your sensitive information is not disclosed to third-parties.
Send the Selling Memorandum
When the buyers sign the agreement, we provide them with the Selling Memorandum. Once the buyer reads it, the buyer decides if he or she wants to move forward with the process by giving you a Letter of Interest, or the buyer may request a management meeting with you for more information.
Accept an Indication of Interest (IOI) or Letter of Intent (LOI)
To show their interest, a buyer sends you a Letter of Interest, also called an Indication of Interest. This letter offers a price range of what the buyer is willing to pay for your company, sent prior to any meetings with you or your company’s management. A Letter of Intent, on the other hand, is submitted after any informational meetings you may have with the buyer. Letters of Intent, in contrast to Letters of Interest, usually offer a set price, as they are often provided later in the negotiations.
Conduct Due Diligence
During due diligence, you allow buyers into your company to confirm the information you have presented. They may talk to key employees, review your financial documents, and collect other information. They also scrutinize your financials, analyze your operations, and review the legal aspects of your business. Only a handful of buyers will be allowed into your company for this process.
Prepare the Purchase Agreement
After you choose a buyer, we prepare the purchase agreement. Alternatively, your lawyer can create these documents, if you would prefer. Putting together the purchase agreements begins the process of finalizing the sale of your business.
Move Forward With Closing
Prior to closing, you will need to work out certain terms and issues to make sure both sides are in agreement. We help you to clear up any pending problems so that you can close the sale of your business on time.
Make Post-Closing Adjustments
A few adjustments take place after closing, such as price adjustments made after inventory is taken. During this time period, the buyer integrates the new business into her other company or begins to manage her new business on its own.