SELL-SIDE SERVICES

Wednesday, August 21, 2019

This is an approach that typically yields multiple offers considerably above what would normally be obtained without this high level of representation. These multiple offers need to be valued not only in terms of price, but also by the percentage of cash at closing, motivation and ability of the suitor to close the transaction, as well as the timing requirements of the due diligence process.

Other important issues are determining what direction the company will take after the transfer of ownership, proper capitalization and financing. We can advise our client in all these matters. The following is an outline showing the services offered.

Phase I – Preparation 
  • Obtain Company financials and other information and commence work on valuation of company, if required.
  • Complete and deliver company valuation (where required).
    Develop, with Company assistance, a financial model (including pro-formas, recast earnings, projections, etc.) to be used with prospective acquirers/investors.
  • Prepare a blind profile describing Company to prospective acquirers/investors.
  • Obtain client approval of blind profile.
  • Prepare a detailed confidential memorandum(s) describing the Company to be shown to prospective acquirers/investors.
  • Obtain client approval of memorandum(s).
  • Identify and prioritize, in consultation with the Company, specifically named potential acquirers/investors.
  • Research and identify by industry, region, and size numerous general potential acquirers/investors for the Company.
Phase II- Marketing 
  • Initiate implementation of marketing campaign by contacting Buyout Groups (Private Equity Groups and Private Investment Groups).
  • Obtain signed non-disclosure/confidentiality agreements from prospective acquirers/investors and provide confidential memorandum on Company.
  • Commence solicitation of specifically named potential acquirers/investors for the Company.
  • Obtain signed non-disclosure/confidentiality agreements from prospective acquirers/investors and provide confidential memorandum on Company.
  • Research and obtain contact information of general potential acquirers/investors for the Company.
  • Commence solicitation of general potential acquirers/investors for the Company.
  • Obtain signed non-disclosure/confidentiality agreements from general prospective acquirers/investors.
  • Provide interested general prospective acquirers/investors with a qualifying buyer profile.
  • Review qualifying buyer profiles from general prospective acquirers/investors.
  • Provide confidential memorandum on Company to qualified general prospective acquirers/investors.
Phase III- Negotiation
  • Solicit, as appropriate, preliminary indications of terms from potential acquirers/investors and assist the Company in determining which potential acquirers/investors should continue as part of the sale process.
  • Assist appropriate suitors in preparing letter of intent or offer to purchase.
  • Assist the Company in negotiating letters of intent with the prospects having the best combination of price, terms, and ability/motivation to close.
  • If the proposed transaction is a stock purchase assist both parties in bridging the contingent liability gap through representation and warranty insurance solutions.
  • Finalize and obtain signatures on offer to purchase.
Phase IV- Final Documentation and Closing
  • Assist the Company in communications with the “best” prospect in the final due diligence process.
  • Assist the Company and its legal counsel to negotiate final terms of purchase agreement and affect a closing.
  • If appropriate, close third party stock sale of Company’s stock to eliminate corporate tax prior to dispersing Company’s proceeds of sale to owners.

Silverbear Capital, Inc.

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