Middle Market M & A, 2nd Edition

CHAPTER 7Sell‐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. Data collection is made more difficult because there are varied ways in which these private transactions are formulated and occur. Although specific deal data are spotty, the process by which deals occur is broadly similar across the middle market.

Chapter 6, “Practice Management,” discusses the role of an M&A advisor, marketing services, and engaging with clients who are considering the sale of or transition out of their business. This chapter steps through the process used by many M&A advisors to lead or assist a closely held or private company in completing a sale or a divestiture.

SELLING PROCESS OVERVIEW

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

1. Preliminary discussions with the seller
2. Data collection
3. Industry research and identifying potential buyers
4. Marketing book preparation
5. Driving the marketing process
6. Managing the auction dynamic and negotiations

   FIGURE 7.1 Sell‐Side Process

7. Assessing buyer interest and structuring the transaction