Spectrum Equity Fund incorporates a very sophisticated approach
that typically yields multiple offers 25-50% above what would normally
be obtained without this high level of representation.
These multiple offers need to be valued not only in terms of price,
but also by the percentage of cash at closing, motivation and ability
of the suitor to close the transaction, as well as the timing requirements
of the due diligence process.
Other important issues are determining what direction the company
will take after the transfer of ownership, proper capitalization and
financing, as well as the structure or form of the proposal in terms
of seller tax ramifications and contingent liability assumption or
indemnification. We can advise our client in all these matters.
Following is an outline showing the services offered.
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| Phase I - Preparation |
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Obtain Company financials and other information and commence work on valuation of company, if required. |
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Complete and deliver company valuation (where required). |
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Develop, with Company assistance, a financial model (including
pro-formas, recast earnings, projections, etc.) to be used with
prospective acquirers/investors. |
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Prepare a blind profile describing the Company to prospective
acquirers/investors. |
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Obtain approval of blind profile. |
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Prepare a detailed confidential memorandum(s) describing the
Company to be shown to prospective acquirers/investors. |
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Obtain approval of memorandum(s). |
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Identify and prioritize, in consultation with the Company,
specifically named potential acquirers/investors. |
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Research and identify by industry, region, and size numerous
general potential acquirers/investors for the Company. |
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| Phase II- Marketing |
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Post blind profiles of the Company on approximately a dozen websites geared towards buyers seeking to acquire companies. |
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Initiate implementation of marketing campaign by contacting 3,750+ Buyout Groups (Private Equity Groups and Private Investment Groups) and over 1,200 other Intermediary firms in Spectrum's proprietary database regarding the Company offering. |
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Obtain signed non-disclosure/confidentiality agreements from prospective acquirers/investors and provide confidential memorandum on Company. |
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Commence solicitation of specifically named potential acquirers/investors for the Company. |
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Obtain signed non-disclosure/confidentiality agreements from prospective acquirers/investors and provide confidential memorandum on Company. |
| • |
Commence solicitation of specifically named potential acquirers/investors for the Company. |
| • |
Obtain signed non-disclosure/confidentiality agreements from prospective acquirers/investors and provide confidential memorandum on Company. |
| • |
Research and obtain contact information of general potential acquirers/investors for the Company. |
| • |
Commence solicitation of general potential acquirers/investors for the Company. |
| • |
Obtain signed non-disclosure/confidentiality agreements from general prospective acquirers/investors. |
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Provide interested general prospective acquirers/investors with a qualifying buyer profile. |
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Review qualifying buyer profiles from general prospective acquirers/investors. |
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Provide confidential memorandum on Company to qualified general prospective acquirers/investors. |
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| Phase III- Negotiation |
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Solicit, as appropriate, preliminary indications of terms from
potential acquirers/investors and assist the Company in determining
which potential acquirers/investors should continue as part of the sale
process. |
| • |
Assist appropriate suitors in preparing Letter of Intent or offer
to purchase. |
| • |
Assist the Company in negotiating Letters of Intent with the
prospects having the best combination of price, terms, and
ability/motivation to close. |
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If an asset purchase of a C-Corp, initiate review of tax
liability on corporate gain and a simultaneous stock sale to financial
partner to eliminate state and federal corporate tax on sale of assets. |
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If the proposed transaction is a stock purchase assist both
parties in bridging the contingent liability gap through representation
and warranty insurance solutions. |
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Finalize and obtain signatures on offer to purchase. |
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| Phase IV- Final Documentation and Closing |
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Assist the Company in communications with the "best" prospect in
the final due diligence process. |
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Assist the Company and its legal counsel to negotiate final terms
of the purchase agreement and affect a closing. |
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