A Look at the M & A Process
SEA provides investment banking services to companies with revenues of $5 million to $100 million, with a focus on M&A in the Technology and Healthcare sectors. About 80% of the M&A work we do is “sell side” – meaning we help entrepreneurs sell their companies. (The other 20% is “buy side” for companies looking to grow through acquisition.) Our three-step sales process is the same investment banking auction process the top tier banks take billion dollar companies through.
SEA's Three-Step Sales Process
Step 1 has two parts. In Part One we develop the one page Blind Offering Memorandum (or BOM), and the Confidential Information Memorandum (or CIM, also known as "The Book”). In Part Two we assemble a list of 100+ potential buyers, mostly strategic buyers but also some financials ones. Many are not likely buyers, but we like to cast a wide net in order to obtain referrals to additional buyers we hadn’t considered.
Once we have the assets from Step 1 in place (BOM, CIM, and Buyer List) we reach out to the CEO’s of the companies on the target Buyer List with the BOM. Often we need to reach out several times, and if the CEO isn’t responsive, we’ll try contacting the CFO or a Business Development person.
This is Step 2 and it culminates in one-on-one management presentations to a handful of serious suitors who have each signed the NDA, read your CIM, and shown they have the financial wherewithal to consummate a deal. (Importantly, you can always reject any prospective buyer at any point in the process.) About two weeks after the presentations, we expect IOI’s. Two weeks later, after you’ve gotten the answers to your questions, you pick the winner and we negotiate the LOI.
Step 3 is all about due diligence, drafting the purchase agreement, and getting the deal across the finish line.
A Few M&A Truisms
- It’s a process. It takes time. How long? Usually 8 or 9 months. If someone tells you it’s an easy process, or a fast one, they’re lying. (Negotiating a UFO response typically takes half as long.)
- Time kills deals. Per the above, it's a long process. Slowing it down for any reason is to be avoided at the cost of deal fatigue, and unexpected exogenous factors that can ruin or postpone a deal indefinitely. This race is both a marathon and a sprint at the same time!
- Culture is a big deal, for both parties. If the cultures of the buyer and seller don't align, the post-integration merger is doomed.
- The only way this gets done is as a team. One of our company’s core values is, “Remember, M&A is a team sport.” That means working closely with you, the entrepreneur, and also your other trusted advisors (accountants, lawyers, wealth managers and so on). This is a highly collaborative process and we email or speak with our clients nearly every day during it.
- It’s very emotional, especially if it’s your first time. If you don’t believe it, read some of the interviews we’ve done with other entrepreneurs who have exited.
- All deals almost blow up the week before closing. Some do. We work hard to make sure yours doesn’t.