Preparation is key and involves 4 elements:
Element 1: The Brief.
We need to understand your business, so we meet with you face to face. We’re interested in discovering what’s important to you, precisely what your business does, how you do it, and your place in your market. But we also look at your company with an ‘acquirer’s eye’ – understanding its commercial advantages, its financial position, its strengths and weaknesses, and growth opportunities from a buyer’s perspective. We’ll capture this in a document we call ‘The Brief’ – a cornerstone of the Kingsbrook Process. Crucially, at this stage, we need to understand your motivation for sale, and your plans and ambitions for the future. In many cases, why you are selling can be as important as what you are selling.
Element 2: Legal Pre Due-Diligence.
We’ll begin legal ‘housekeeping’ at the stage too, collating all the information needed to complete a transaction – for example, contracts, IP, leases, and other business administration documentation. Together, we’ll also identify an appropriate lawyer to represent you during the sales process.
Element 3: Documentation.
From all this information, we’ll create a bespoke sales brochure – known as the Information Memorandum – which we’ll use to bring buyers to the deal table a little later. In addition, our financial analysts start to pull together all the financial data that a buyer will require.
Element 4: Dry Run Negotiation.
Although we manage all the face-to-face negotiations for you it remains important that you are aware of the pitfalls to avoid in these meetings. Our ‘dry run’ negotiation meeting is a real eye-opener.
Our track record demonstrates one thing quite clearly: your best buyer is unlikely to be a competitor. It’s very possibly not even a company you’ve ever heard of, operating in a different region, or industry, looking to diversify into new areas. Via our comprehensive research process, we profile a wide range of potential buyers, utilising specialist business intelligence resources, our industry contacts, and unique market intelligence.
Your Kingsbrook team features dedicated researchers whose sole job is to locate these buyers and generate a list of potential buyers, typically around 80 – 150 companies.
This is a crucial phase, often neglected by brokers who simply flick through their ‘little black books’ at the obvious candidates. At Kingsbrook we are lateral thinkers and our research lists may surprise you: but we’ll always provide you with clear reasoning on why we believe certain buyers are a good fit.
65% of our clients did not know their buyer and 45% of our clients were surprised at the nature of their buyer. “We never expected to sell to a company like that” is a frequent statement.
As with all stages of our process, we do this in partnership with you, and you have full oversight and approval of who we contact, and when.
Once your research list is approved, we’ll begin to contact the buyers – personally, via phone calls and direct person-to-person approach. At first, this is done without ever revealing the name of your business or details that could identify you.
On your behalf, we develop an initial anonymous proposal letter, backed by a robust Non-Disclosure Agreement (NDA), to keep your potential sale process confidential. This means only genuinely interested parties will ever discover you are for sale – and you will have full control over who receives information about your business.
Unlike almost everyone in our industry your Kingsbrook team talks directly to your potential buyers, highlighting the key benefits of acquisition, and ‘selling the opportunity’. This approach is between 10 and 20 times more effective than the typical automated email blast, and it means we gain crucial market intelligence on your behalf, understanding what buyers are looking for. Failure to do this is one reason why so many companies do not sell.
In many cases a “No thank you” can be as valuable as “Yes, I’m interested”, as it means we can incorporate buyer feedback and adjust our approach accordingly.
Kingsbrook have a dedicated team of experienced experts that manage this calling phase.
Under NDA, interested buyers will receive the sales brochure (the Information Memorandum), and we’ll follow that up by inviting the best candidates to the meeting stage. This is an exciting phase, where we will speak directly to potential acquirers, each in competition to buy your business.
This can appear daunting, but we will chair and manage every meeting. We will be there. We’ll prepare you thoroughly for this stage, coaching you how to act and respond to difficult lines of questioning. There is often an ‘experience gap’ at business sale meetings, and your buyer may be vastly more experienced at negotiating a business deal than you.
This makes us different from other advisors, we’ll be there at every meeting, directing the agenda, managing all discussions and collating all the detailed information a buyer will need to proceed. We’ll actively manage the offer process, encouraging indicative offers, advising on deal terms and structure, and creating detailed counter-proposals and all deal documentation on your behalf.
Momentum is crucial in a business sale, we’ll do this until the deal feels right for you. There are no shortcuts.
Once you have an acceptable offer with the preferred buyer, you will enter a period of exclusivity. We’ll pause other interested buyers, but always keep them in reserve, as a Plan B or Plan C. Working alongside the lawyer, we actively manage the detailed and intensive due diligence process. This allows you to continue to focus on your business until the deal is complete.
This step can prove demanding, and timely sharing of information is critical. All the groundwork we have completed together as a team will make this stage run more smoothly. It is not unusual, even at this late stage, for buyers to look to adjust the terms of your deal. Which is all the more reason to have an experienced advisor in your corner. As a team, we must retain focus: a deal is not complete until the ink is dry on the contract!