Virtually every M&A deal has a buyer exclusivity period meaning that the seller agrees to discontinue marketing and to stop actively looking for buyers. This is also known as “no shop” period during which the seller agrees to exclusively court the selected buyer preventing their soliciting, negotiating or entering into agreements with other buyers. There […]
Business Sale Price Multiples
Business sale price multiples are functions of “factors” such as earnings, EBITDA, EBIT, revenue or some other multiplier, neither of which are “set in stone” and are not precise. Factors and multiples vary with every business sale depending on many issues and the structure of each unique business deal. In pricing a business using EBITDA […]
M&A Buy-Side Fees, Risks and Challenges
For M&A Advisors, buy-side representation is inherently more problematic and risky than representing a sell-side client. On the sell-side, an advisor is representing something other people want (always an advantage). When representing the buy-side, we are trying to acquire something someone else owns and perhaps others are interested in too, obviously not as good a negotiating […]
M&A Intermediary Services Agreement Explained (Sell-Side)
For privately owned middle market companies the sale of a business is often complex, influenced by the type of business, the market, the buyer, deal structure and potential liabilities. Most deals are unique regarding price and price structure, earnouts, escrows, employment contracts for owners, the owners’ personal tax position, intellectual property ownership, business properties and […]
Anyone Can Do M&A – Right?
A middle market business owner who chooses to represent himself in the sale of his own business will never know the value of the offer never received, or the deal terms that never were negotiated or the financial sum he left on the table. Why do owners shun M&A Advisor or engage inadequate inexperienced professional […]
Confidentiality Agreement and M&A
Confidentiality is of key importance in deal making and although often considered as a “side-bar” issue, is a foundation to a successful M&A process. When managing a competitive sale process, managing confidentiality allows sellers to maintain negotiating leverage while maximising deal value and terms while ensuring no future damage by unsuccessful buyers. M&A deals […]
Preparing for a Business Sale – Key Elements
Are you preparing for a business sale? Strategic buyers are sitting with a record amount of cash on their balance sheets. As organic growth has been difficult to achieve, strategic buyers have been very active in the acquisition market. Private equity buyers who have raised many millions of dollars are seeking acquisitions. They are the major players […]
Normalised EBITDA to Increase Business Sale Value
Preparing Normalised EBITDA financials is a process undertaken in preparation of a business sale to gain a better understanding of post sale cash flows. This is done by excluding abnormal, non-recurring and one-off events and adding back costs which would be incurred in a “business as usual”. Items to be “normalised” or “adjusted” can often be contentious and a conservative approach […]
NDA Minimum Requirements for Mid-Size Business Sales
NDA minimum requirements, non-disclosure agreements, confidentiality agreements or confidentiality deed minimum requirements are widely used in all business sale transactions to protect the interests of both the buyer and seller. Middle market and large business sale transactions tend to have more detailed NDA’s than smaller businesses and for very good reason. Naturally any buyer would want to ensure […]
Business Sale “Letter of Intent” – Minimum Requirements
One of the most important documents in the sale of the business is the letter of intent or indicative offer received from a prospective buyer. It is vitally important to ensure the key elements of the deal are well understood and agreed before progressing with due diligence and final documentation. Without a clear set of […]