Small Business Mergers & Acquisitions

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M&A Offering Document Thesis: Ways to Present Company Value to a Buyer

When writing an offering document, you need to include an argument for why the M&A deal is a good choice for the Buyer. One of the following thesis options might suit your offer: [more…]

Include Seller's Reasons for Selling in an M&A Offering Document

A well-written M&A offering document should provide Buyers with information about Seller’s reasons for selling and what type of deal interests the Seller. [more…]

Basic Information in an M&A Indication of Interest

The indication and its key piece of information, the valuation range, merely set up the next steps for the M&A process: meetings, letters of intent, due diligence, and [more…]

How to Present the Company Background in an M&A Offering Document

Following the executive summary of the M&A offering document, you should include a section of company background. In addition to the company’s history and ownership information, you should include the [more…]

M&A Offering Document: Description of the Market

A company exists to sell a product and/or offer a service, so the M&A offering document should reflect careful attention to the explanation of the selling company’s customers and suppliers, and sales and [more…]

M&A Offering Document: Description of Product or Service

Sellers are not shocked to find that Buyer is interested in the M&A deal because of the company’s products or services. With that in mind, the offering document needs to provide plenty of information about [more…]

M&A Offering Document: Customers and Competitors

The M&A offering document should include information about Seller’s customers and competitors. This section, even if not completely thorough in its listing of customers and competitors, should include [more…]

M&A Offering Document: Historical Financial Information

Numbers don’t necessarily speak for themselves, and M&A Buyers don’t want to have to translate them, so you as Seller should take care to present your financials in the offering document in the best light [more…]

What Add Backs Are Legitimate in an M&A Deal?

An add back, for the uninitiated in M&A numbers, is an expense that is added back to the profits (most often earnings before interest, taxes, depreciation, and amortization, or EBITDA) of the business [more…]

M&A Offering Document: Financial Projections

Ideally, an M&A offering document should have five years of projections. That’s a lot of work, especially when projections are taken with a grain of salt, but Buyer should be able to get a good sense of [more…]

M&A Offering Document: Balance Sheet Basics

One of the most important figures from Seller’s balance sheet for an M&A offering document is the company’s working capital. For the purposes of M&A, working capital [more…]

M&A Offering Document: Recurring Revenue and Customer Concentration

Recurring revenue is always a plus for a company, and Sellers are wise to mention the amount of recurring revenue in the M&A offering document because it may increase Buyer interest and therefore the offer [more…]

M&A Offering Document: Profit and Expenses

The selling company’s income statement contains lots of important information for the M&A offering document. A Buyer wants to make sure he is aware of all the expense and profit information of the company [more…]

Income Statements in an M&A Offering Document

As a Seller, you want to present the numbers in your M&A offering document in the best light possible. Buyers don’t want to have to do any interpretation, so your numbers should be explained in the financial [more…]

M&A Sellers: How to Feel Less Exposed by the Process

Going through an M&A sales process in general, and writing an offering document specifically, can leave Seller feeling extremely exposed. If you’re a Seller or potential Seller, you aren’t alone! And if [more…]

What Is an Indication of Interest in an M&A Deal?

The indication of interest (also known as the indication or IOI) is a key landmark in any M&A deal. This document provided by the Buyer suggests a valuation range that he is willing to pay for a company [more…]

The Indication of Interest Means Progress in an M&A Deal

Although an indication of interest isn’t a binding offer for an M&A deal, it’s an important step that shows Buyer is willing to do something. Granted, that “something” is only typing out a page or two [more…]

How to Tell If Your M&A Meeting Went Well

Trying to determine whether a meeting went well is a difficult proposition. People are usually polite; regardless of whether they’re interested in pursuing an M&A deal, they usually end the meeting by [more…]

Valuation Range and Seller’s Debt in an M&A Indication of Interest

The valuation range is the heart of the M&A indication of interest. Because the indication amounts to little more than a “dipping the toe in the water” exercise [more…]

The Importance of the M&A Valuation Range

To help create a visual of the importance of the M&A valuation range, imagine a dog. Specifically, a retrieving-mad Labrador retriever. Hold up a tennis ball in front of said retriever and shake your hand [more…]

How to Evaluate the M&A Deal Offered

After Seller gets over the disappointing shock of a low M&A bid or anticlimactic relief of an acceptable range, the next step is to read the actual indication of interest document. The indication should [more…]

M&A Management Meeting: The Importance of In-Person Visits

After Buyer has reviewed the M&A book (or offering document) and submitted an indication of, the next step is to meet with Seller’s key management and/or ownership. The management meeting [more…]

M&A Management Meeting Logistics

Although the purpose of the M&A management meeting is for Seller to impart information to Buyer, Seller shouldn’t forget the goal of the meeting: to eventually obtain a letter of intent [more…]

The M&A Management Meeting Agenda

The M&A Seller should circulate a written agenda. Keep it simple: roughly five to eight items. Although specific agendas vary from deal to deal, a management meeting should generally include the following [more…]

The Seller’s Presentation at the M&A Management Meeting

The presentation deals with Seller: past, present, and future. Because many months (probably three to six) have transpired in the M&A process between finishing the offering document and sitting down with [more…]

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