Practice for sellers
Your decision to sell your business is among the most important financial decisions you will make.
We represent Clients, generally founders-CEOs who wish to sell their companies or business units in assets deals in France.
We first consult with our client to ensure that we thoroughly understand their business strategy, objectives and requirements of the "Sale Mandates", prior to starting the mission. As former entrepreneurs and based on our M&A practice, we can assist our clients with advice and guidance in terms of potential buyers’ profiles, geographic search, negotiation, the due diligence process and also in post-acquisition integration.
Once the seller representation phase is begun, TwinL assists you in preparing for and presenting your business in a well-managed process that enhances the potential for maximum value through a sale, meeting your personal, financial and exit strategy requirements.
The key component of a successful sale is management of the selling process.
Your ability to distance yourself from the emotion of the selling process while remaining in control of the outcome is essential and TwinL allow you that important advantage.
You are free to continue your all-important focus on the continuation of your business and the day-today management of growth while we attend to finding, defining, negotiating and capturing the best possible deal for you and for your company.
- Understand your company strategy, objectives and your personal exit plan Prior to actually signing a contract to represent a seller, we first meet with you and perform our own research, all to understand your business, company’s market position, goals and expectations for the sale.
- Engage the Project Having completed the first step of understanding the business and the expectations of the Seller we then proceed to formally entering into a written agreement with the Seller.
- Identify a Buyer "Long-list" Once the project is engaged and in parallel with the development of the OM (see after), a list of potential Buyers is generated.
- Write the Teaser A "Teaser fact sheet" is often prepared outlining key attributes of your business or asset being sold, without divulging the identity of the Seller or of the business being sold.
- Develop an Offering Memorandum (OM) Once the project is engaged, we immediately develop in parallel what is referred to as an Offering Memorandum ("the OM").
- Select a "Short List" After having sent the OM, we contact them again to evaluate each potential acquirer with respect to key criteria - available funds, track record of paying "strategic prices" versus bottom-fishing, propensity to acquire, strategic interest and more.
- Obtain best terms with ability to close Working with the Short-List of potential Buyers, we negotiate on the Sellers behalf the best price, terms and conditions and evaluate the Buyer's ability to complete the transaction within your timeframe.
- Complete Contract Once the due diligences, price and terms are completed, typically using a detailed Heads of Agreement, and the probability of close is confirmed, the completion of the detailed Purchase Agreement and the closing (transfer of funds and title) transaction is the final step in the process.
Only if we believe we can successfully complete a sale, do we proceed to the next phase.
The agreement outlines the terms and conditions of the engagement between the Seller and TwinL including exclusive representation, fees and expenses.
Our typical agreement includes a modest retainer for our services and a "Success Fee" for completion of a successful sale transaction.
The identification of this "Long-list" of potential Buyers is based on a wide range of input.
The input is from the Seller knowledge, from TwinL's database of potential Buyers and from other contacts in the market place.
TwinL will advise you on buyers’ profiles (financial, direct or indirect competitors, size, geographies…) to target in this “Long-list” selection.
The teaser is a way of identifying true interest in order to move forward with a non disclosure Agreement.
We then contact, by private mail and then by telephone, each organisation on our Long-list advising them of the opportunity to purchase.
In this initial contact, the Seller and the business or assets being sold are never disclosed to the potential Buyer.
The OM is actually a book, disclosing Seller name and describing the business or assets being offered for the sale.
The OM will be tailored to the interests of and distributed to the agreed upon targeted Buyers after they have signed our Privacy Agreement, accepted by our Client.
The OM typically includes a summary of the business including history, business strategy and opportunities for a Buyer, markets, products and/or services offered, management summaries, key financial and other metrics and a timetable for the project.
The OM will normally provide all or a majority of the "macro-level" information required by a potential buyer to decide if they wish to make a bid and might include a valuation price (or range).
We then rank order the list of potential combinations according to their merits and risks; we then narrow the activities down to a Short-List of serious, potential Buyers.
This Short-List will include only those potential Buyers who have submitted an initial expression of interest including a valuation price or range for the business or assets.
The ability to complete (or close) includes: funding, due diligence requirements and conditions of execution, external approvals and so forth.
Our focus is not only on obtaining the best price and conditions for our Sellers but also the best possible terms with the greatest certainty of closing the transaction with the preferred Buyer.
This can be a time consuming and extremely detailed step and one in which we have extensive experience.
This step in the process is in many ways the most important and delicate as it is truly the final step and often the hardest to navigate with attorneys, accountants, advisers and many other participants involved.
We are very experienced in managing this process and in dealing with any concerns that arise during this critical time.
How can you be sure you receive the highest possible price for your company?To do that we create a presentation that showcases your company’s unique strengths and growth potential. Most buyers see dozens of opportunities every month. Only TwinL grabs their attention with a quality presentation that instantly sets your business apart from the crowd.
The advantages you receive by getting outside-the-box M&A services from TwinL include:
- Confidential, competitive bidding auction that drives up price
- A range of simultaneous offers from qualified strategic and financial buyers
- Marketing-oriented book (Offering Memorandum) highlighting the company’s strengths and future opportunities
- Blind, one-page profile (The Teaser) typically sent to a selected list of hundreds strategic and financial buyers in Europe and in some cases, US and China.
- Phone follow up on selected targets
We then rank order the list of potential combinations according to their merits and risks.
Creative, discreet and persistent marketing: this is the TwinL approach to getting you the best deal the market has to offer.
The conventional networking approach of financially-oriented advisors does not serve the best interests of business owners—it only makes the job easier for the advisor !