Sell-Side M&A Checklist: 21 Ways to Maximize Business Value before Selling

Recently I was introduced to the founder of a company that he has successfully ran for 17 years. Hearing I’m an M&A guy he said “I want to sell my company.” I asked how much pre-market preparation had he done. Had he done it right? Has he taken the right steps with a Sell Side M&A Checklist to maximize business value before selling?

He had not done any preparation to maximize value in a sell-side M&A process.

So I offered him a sell-side M&A checklist: 21 ways to maximize business value before selling.

If you’re a founder, a CEO or an investor in a privately owned middle market business and you are thinking about selling, please consider the upside of preparation. Maximizing value before you go to market is your top priority.

There are a ton of avoidable deal breakers that you don’t even know about.

Selling your company is complicated and you have to do it right the first time to maximize value. For you, we have prepared a unique sell-side M&A checklist: 21 ways to maximize business value before selling.

Preparing Early is Key to Success when Considering Running a Sell-Side M&A Process

There are three major categories that every business is built on:

1. Product and/or Service
2. Finance
3. Organization

Either there’s a problem you have but don’t want or there’s a result you want but don’t have

By assessing your goals, resources, processes and analyses you can gain valuable insights on your strategy and the tactics that will take you to the next level—the result is an alignment map.

Most businesses begin as a product and/or service idea. The rest follows. If you’ve made it far enough to actually sell, meaning you have consistent top line growth and some degree of earnings consistency over the past few years, you need to focus on all three categories. The reason is, each category requires very different skills and attention to detail to get right. Here’s what I mean:

1. Product and/or Service is the realm of the CEO, the visionary, who needs to ensure product/market fit
2. Finance is the realm of the CFO, the financial analyst, the individual who can make sense of crazy amounts of data and make informed decisions about spending
3. Organization is the realm of the COO, the motivator, the individual with great people skills and the ability to fulfill the product and/or service delivery consistently at scale

Sell-Side M&A Checklist

There are three leadership pillars that hold up every company, including:

1. Product / Service
2. Organization
3. Finance

Because due diligence will likely be conducted with a similar approach, we should start with the end in mind. By organizing the data we’re going to need to (1) prepare the sell-side management materials, (2) write an effective Confidential Information Memorandum and (3) move a transaction successfully through due diligence to closing.

Products & Services

All businesses start with what you sell: either products, services or a combination of both are the mainstays of any business. You have to sell first, or nothing else matters.

Organization

Efficiency is the theme with how your organization is structured and how well it delivers your products or services.

Finance

Not that there is a definite sequence to the three leadership pillars, but finance is, in part, about measuring organizational performance. When you run the drill every day, month, quarter and year, your CFO can measure actual versus projected results.

One of the biggest challenges facing owners of privately held businesses is the ability sell their companies at maximum value. In order to successfully sell owners need to plan ahead. Key components to a successful sale include strategy, finance and operations.

It is a lot of work to sell your company and more stressful than most sellers anticipate. To get the maximum enterprise value for what you have built it is important to take the right steps before you start the process. The most effective way to maximize value? Use an M&A advisor to prepare you and your company, prepare the vast array of requisite documents and run the sell-side M&A process.

Related: What to Expect from your M&A Advisor

1. Six planning steps every entrepreneur should do now to be in a better position to sell
2. Do business with potential buyers
3. Reach out to potential buyer decision makers (CEO’s)
4. Create a data room structure for key documents and feed it
5. Messaging – what do you have that they care about – articulate this
6. Be vigilant about non-competes, IP assignment etc.
7. Clean-up & document- client (signed contracts), founder, and employee issues

Start early and find a good M&A advisor – it’s a longer and more complicated process than most entrepreneurs may think.

1. Clean-up all your issues – Client, founder, and employee to start with, every company has them, address and fix issues now in the planning process.
2. The list – Create an exhaustive list of potential buyers. Start with existing partners and customers but remember that this is just the beginning. Take a 10,000-foot view of the core value your technology provides. Scan the globe for companies that could benefit from the team/talent/skills and the product functionality/IP/technology that you have to offer.
   Research potential companies by reading through annual reports, websites, news releases and blogs to find holes in their current offering that you can fill. Find companies with a strategy that includes offering what you already do today.
3. Find the right buyers – Look within the company to find the right people to speak with and their contact information. Would you consider offshore buyers? There are thousands of successful and wealthy companies and individuals in other countries who are interested in buying US technology companies.
4. Data Room – Start to assemble a data room with all of the documents that a potential buyer will need to see – this includes Contracts, Corporate records, Employee agreements (employment, IP assignment, non-competes), Financials, Insurance, Market information, Product information, Leases and Taxes. Initially the goal is to organize the information into electronic files and identify any missing gaps.
5. Messaging – Create a pitch deck that clearly articulates a story that resonates with the intended audience. Paint a picture of what a better world would look like for them with what you have. Address needs on their part first and then walk them through what you do and who you are. Create a messaging matrix – these messages need to be crisp, concise and relevant to your potential buyers (CEO, CFO, CMO, VP Engineering, Corp Dev.). The first step is to create interest on their part so that they will engage in a deeper dialogue. This is critical.
6. Vigilance – Make certain you have in place non-competes, IP assignments, yes be vigilant when it comes to this. Create a suitable NDA for use with interested parties and be sure to have a good attorney ready before you begin – this is a critical role. They will be the primary interface with the acquirer’s attorneys and this can make or break a deal.
7. Selling a company takes time and expertise. Find a good M&A advisor, someone you can trust and has the credibility to help you get the right deal and to get it done. Someone who understands what it’s like to walk in your shoes.

Clients hire us with several goals in mind: to maximize shareholder value, ensure buyer viability and achieve the best possible terms with confidentiality, speed and minimal burden on ownership and management.

Maximize Shareholder Value

Our rigorous analysis, professional marketing materials and superior negotiation abilities help to ensure the best possible deal for our clients.  Each step of the marketing process is tailored to our client’s particular situation and designed to exploit competition among potential buyers.

Negotiate the Best Possible Terms

During the negotiation process our clients are shielded from the often emotionally tense discussions with the buyer.  Our experience negotiating transactions enables us to extract better pricing and terms than a business owner would otherwise be able to accomplish, particularly one  who has not previously been involved in a business sale.  Our professionals are experienced and comfortable negotiating for the best possible outcome, but know when to compromise in order to ensure the deal happens.  Meanwhile the relationship between our client and the buyer is unaffected, which is particularly important during the transition period.

Ensure Buyer Viability

When buyers stretch from a pricing perspective, problems related to financial performance and projections, accounting, customer concentration, employment agreements, non-compete agreements, industry downturns, etc. are all magnified.  Our track record of dealing with such issues to keep them from becoming deal breakers is attributable to our team of experienced professionals.

Help Ensure Confidentiality

Confidentiality is interwoven with every step of our sale process to  avoid disruption of management and employees and to maintain positive relationships with customers and suppliers.  Everyone requesting confidential information is required to sign a confidentiality agreement.  For competitors included in the process, we tailor our approach and marketing materials in order to ensure that sensitive information is not placed in the wrong hands.

Speed Up the Deal Process

In deal making time is the enemy.  Hazards including economic changes or developments within our clients’ businesses or markets can befall a deal with the passage of time.  Therefore the quicker the transaction and the greater the momentum we can foster, the lower the risk of failure to close.

Minimize Burden on the Owner

During the marketing process it is essential that our clients continue to achieve the aggressive strategic and financial goals set by management and communicated to potential buyers.  Accordingly, our collaborative role is one that emphasizes minimal burden on the owner (and those members of the staff aware of the sale) in order that he or she may continue to run the business.

Refresh your Corporate Image

Industry standards, style and marketing tactics change quickly these days so its important that buyers have a positive perception of your brand identity. Alignment Media can give you some pointers on what’s currently trending in digital marketing.