The Seller’s Preparation phase is when the seller makes the business look as appealing as possible to future buyers, so it can be sold for the maximum amount. During this phase potential buyers are identified, as well as a sales strategy. This is also when all information about the business is collected and placed into a VDR tool, such as DealRoom's deal tracking system, to be combed through by likely buyers. The VDR inside deal flow management tool makes initial data collection (often called staging) during this phase efficient and collaborative...
During this phase, the seller contacts potential buyers to see who is interested, and if they are, the seller sends them a NDA. If the potential buyers decides to move forward, they sign the NDA and receive the confidential information memorandum. Teams using DealRoom deal flow management can actually export a premade NDA from the room and safely store other important information. Next, they send over a letter of intent that typically includes a purchase price and other required critical terms such as payment methods, exclusivity, etc. This phase is where competition may begin between interested buyers.
Once the seller has received offers from possible buyers, diligence begins. The buyers get granted access to the data room, like DealRoom, to thoroughly research the ins and outs of the company such as legal, financial, risk assessments, operations, human resources etc. With our deal flow management software, buyers can be invited into the room as their own “list” and can access, search, and request documents, as well as communicate, all within the platform. This phase is also when site vites and meetings with the management team occur.Learn more
Up until this phase, the buyer and seller have agreed to the primary purchase terms such as price and payment method. After due diligence, the primary purchase terms are confirmed or revised, and negotiation on the binding agreement begins. However, this phase is often started during diligence if the parties are confident that the primary terms are good to go. The main document that the seller and buyer negotiate is called the Purchase and Sale Agreement. This agreement includes details like
During this phase additional agreements may be required like non-competes, transitional service agreement, and employee contracts. All information and agreements can be securely shared, transferred, or simply stored within our deal flow management platform.
The signing and closing phase of a m&a transaction begins when the contractual agreement is signed. In order for closing to officially happen, all precedents from the buyer and seller must be met. Examples of typical condition precedents include; shareholder, lender, stock exchange, and customer approval etc. These conditions can a week, or up to a few months to complete. Integration can begin once signing is complete, however, Integration planning should start taking place months before close. Teams using our deal flow management software can label tasks and requests for integration while completing diligence
This phase is critical to a deal’s success, and maximizing its value. The buyer’s main focus is to merge the acquired company with its existing operations as smoothly as possible. However, sometimes the acquired business keeps its own branding and integrates solely for financial reporting. With DealRoom's deal flow management platform, the buyer can choose to keep the room open, and all information collected during diligence can be used to assist integration. Also, during this time the buyer needs to complete any follow-up necessary to ensure the seller present accurate information. And if not, determine the damages.Learn More