Sell-Side Representation and Process

Mergers and acquisitions (M&A) transactions in the middle market are completed much more frequently than larger publicly traded transactions. However, because there is no required regulatory or public disclosure of these transactions, the process and details of these transactions are never fully captured or reported. To be sure, there are many different ways in which these private transactions come together. This chapter will step through the processes used by many M&A advisors to assist a closely held or private company to complete a sale transaction.

Chapter 5, “Practice Management,” discusses many of the issues involved with M&A advisors marketing their services and engaging with clients considering the sale of or transition out of their business. This chapter examines the selling process, assuming that there have been successful preliminary discussions with the client, that some diligence is done by the advisor, and that the engagement of the M&A advisor by the client is finalized.


This chapter covers the selling process in 10 steps, illustrating and explaining the various issues and concepts that will likely be encountered as an M&A advisor assists a company to closing:

1. Collect data.

2. Research industry and identify buyer types.

3. Prepare the marketing book.

4. Drive the marketing process.

5. Negotiate price and terms with buyers.

6. Structure the transaction.

7. Receive letters of intent/term sheets ...

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