The Clearview Process
With ClearView, a proprietary transaction management system by Sunbeltmergers, Mergex creates a framework designed to provide clarity and confidence throughout the acquisition process.
We take the time to ensure that you understand the process: setting realistic value expectations; the negotiation; preparing for an efficient due diligence; and understanding the typical purchase agreement and its conditions.
The process is designed to maintain confidentiality; we understand how your business could be seriously damaged if word gets out that it is for sale.
Realizing that selling is a major decision for a company owner, we spare no effort in understanding your expectations and particular situation. At Mergex we believe that the better you understand the sale process and its challenges and solutions, the greater the likelihood of a smooth transaction. That is why we walk you through all the steps, from initial analysis to closing.
BUSINESS ANALISYS & VALUATION
Companies for sale through Mergex first go through detailed analysis and research before entering the market.
Adequate interpretation of financial information is a crucial step in selling a business. Most companies prepare their financial statements to minimize the tax impact and not for business sale purposes. At Mergex we recast your financials to show the business’ true earning capacity and to determine its real value.
After recasting, through detailed market and financial analysis, we proceed to calculate your company’s Most Probable Selling Price (MPSP). In addition to the financial information this assessment will consider many other variables such as the company’s strategic position, the industry, the technology, comparable transactions, growth potential, market share, legislation, etc.
The result of this analysis will help you decide whether you are ready to proceed with the sale.
Once the decision to sell is made we then prepare the necessary documentation to present your company to potential buyers. There are several documents with varying levels of detail that are furnished to prospective buyers as they advance through the process and demonstrate their capacity to pursue the acquisition of your company:
BLIND PROFILE – TEASER
This is a one- or two-page document that, without revealing the identity of your company, provides general information for a buyer to determine whether it fits their investment criteria.
CONFIDENTIAL BUSINESS OVERVIEW (CBO) – SUMMARY PROSPECTUS
The document contains more detailed information on your company including a description of its operations, management, market position and general financial information.
This document is given to prospective buyers after they have indicated a preliminary interest and signed a confidentiality agreement.
CONFIDENTIAL BUSINESS PROFILE (CBP) – DETAILED PROSPECTUS
More detailed than the CBO, this document contains in-depth financial information including detailed adjustments, projections, benchmarking within the industry, financial ratios etc.
This document is only furnished to prospects that have demonstrated the financial and operational capacity to pursue the acquisition to its conclusion.
PROFILING THE BUYER
After analyzing your company and developing a thorough understanding of the business, Mergex will prepare, with your input, a profile of the best buyer. Whether it’s a high net worth entrepreneur, a private equity group or a public or private strategic buyer, we will assess which one is most suited to take over your company and offer you the best acquisition terms.
This process will also identify whether the best buyer is local or an international player willing to expand into your market.
GOING TO THE MARKET
Based on the Buyer Profile, the Mergex team will start contacting potential buyers confidentially, without revealing your company’s identity.
- We will approach strategic buyers directly or through our network of 220 offices around the world.
- We have access to 1200 private equity groups that regularly work with Sunbelt Business Advisors.
- We will use a variety of M&A websites and tools specialized to promote companies like yours.
QUALIFYING PROSPECTIVE BUYERS
An important part of our process is the quality of the buyers. Mergex will qualify the Buyers to ensure that they have the financial capacity to pursue the acquisition, that they are serious and determined and that they are the right fit to take over your company and succeed after the acquisition.
PROFESSIONAL NEGOTIATION AND DEAL STRUCTURING
Sellers are more likely to achieve a substantially better financial package when negotiating through a professional intermediary. In the negotiation phase, we generally deal with multiple potential buyers, thereby increasing our client’s options and leverage.
The sense of competition in the negotiation phase typically serves to drive up the purchase price of the business. The professional M&A’s team at Mergex allows the client to remain at arm’s length during the negotiation process, while still maintaining complete control. We are experts in negotiation, due diligence and closing processes; tasks that can pose various challenges for the business owner.
Price is not the only factor in a transaction; in many instances it is not even the most vital. Mergex will assist you in structuring a transaction that will optimize your outcome by considering the following variables:
- How much money will you have in your pocket after the tax effects.
- Shares vs. asset transactions.
- Terms and interest on balance of sale.
- The possibility of earn-outs to benefit from the future upside of underperforming companies.
- The right structure to maximize the possibility of financing to fund the acquisition.
- Assumption of liabilities as a tax-free tunnel.
- Non-compete agreements.
- Employment contracts.
- Stock ownership or equity roll-overs.
Mergex works with a pool of experienced professionals including accountants, tax lawyers, wealth planners etc., whose knowledge and expertise help structure the transaction in the most advantageous way.
DUE DILIGENCE MANAGEMENT
Due diligence can be a minefield if not managed properly. The Mergex team will help you deal with all the professionals typically involved in a due diligence. Through proper packaging we will minimize surprises and increase the possibilities of having a successful and efficient due diligence. Our services include the facilitation of such tools as deal rooms to centralize your confidential information so that only authorized parties can access it during the audit.
Our team will help you navigate the legal issues of the closing of an acquisition. This includes assisting you with lawyers and accountants and helping you understand the terms of the definitive agreements, as well as the other ancillary documents such as shareholder agreements, employment agreements, non-compete agreement , leasing agreements, etc. that are often part of a transaction.
Our participation at this stage can often save you thousands of dollars in potentially excessive professional fees.