Sell Your Company - ClearRidge Capital ™ Guide

In this section, we explain what to do when you sell your business. 
We only list the bullet points here, but we’re happy to talk you through each particular step.

First of all, make a plan
•    What type of business do you have, what are you looking to achieve, in what timescale, what target price do you have, who do you think the best buyers are, what do you need us to do, what M&A experience do you already have?  In short, we need to learn who you are, what your business does and what you want us to do.
•    How much help do you need? We can do anything from simply putting you in contact with the best buyers to running the whole process for you.
•    Talk through all your choices.  Immediate exit, staggered exit, recapitalize and remain in the business, all cash sale, partial cash sale and earn out, stock options, ESOP, partner buy-out, refinancing.

Next, get ready to sell
•    Analyze your company in detail.
•    Recast your financial statements – as if you were no longer in the business and it was being run to maximize the bottom line.  Add back non-essential and non-recurring expenses, discretionary expenditure, depreciation and amortization, owner compensation and benefits.
•    Set projections for the future growth of the business.
•    Benchmark against your competitors.
•    Research your industry, identify trends, opportunities and threats.
•    Brainstorm the best buyer types, develop a list and strike off incompatible and unwanted buyers.
•    Plan the best way to approach the buyers, select which buyers to contact and develop a timeline of when to approach the different types of buyers.  The goal is that all buyers come to the table at the same time.  As a rule, public corporations take longer to make a decision than privately-held companies, which take longer than private equity groups, which take longer than individuals. 
•    Agree who to approach and via what method - email, fax, mail, meetings, or phone calls.

Put the lipstick on
•    Create Offering Documents.  This is where we dress up your company, highlight the strengths and opportunities, disclose the weaknesses along with a business plan and suggestions for change.
•    Offering documents include:
•    Introduction, executive summary, history, products and services, explanation of processes, business model, customers, industry reviews, geographic coverage, strategy for growth, ownership, legal structure, facilities, people, competitors, competitive advantage, assets, capital expenditures, opportunity statements, legal disclaimers, and confidentiality notices.
•    Set a fair market valuation, but keep it a secret, just between us. We don’t want any buyers knowing what we think is a fair price.
•    Agree on a target price and agree on your preferred deal structure and terms.

Get going
•    Start generating interest and making contact with the list of buyer prospects.
•    Send out a teaser and blind business summary by email to agreed prospect list.
•    Interview the buyers and determine their willingness, motivation, experience, credibility and capability to close the deal.
•    Build the qualified buyer list.
•    Get the qualified buyers to sign a confidentiality agreement.
•    Send out the offering documents and full review of your business to the qualified buyers who sign the confidentiality agreement.
•    Get initial indications of interest from buyers.
•    Conduct conference calls between you, us and the leading buyer prospects.
•    Get firm indications of interest, including price or EBITDA multiple and general terms.

Work the buyers
•    Arrange site visits for the top handful of buyers.
•    Create an auction between the leading buyers and generate firm offers.
•    Get a signed Letter of Intent from your favored buyer.  This is a non-binding agreement, but it is an important agreement that lays out price, terms and an agreed closing date in writing.
•    Help the buyer with due diligence to learn more about your company.
•    Give the lead buyer access to the secure dataroom on ClearRidge website, where they can access sensitive information about your company in a secure environment.

Close the deal
•    Keep on top of the buyer to keep them to the timeline – buyers will typically try and stall a deal before closing to allow themselves flexibility to try and renegotiate.
•    Finalize due diligence
•    Identify and resolve problems.
•    Negotiate and execute a binding, definitive purchase agreement.
•    Liaise with attorneys, CPAs, tax advisors, wealth managers and any other professionals.
•    Transfer the funds and hand over the keys.

It’s as simple as that. 

If you follow every step in the process, you will significantly improve your odds of closing a deal in good time, on the first attempt and for a great price.

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