How to Sell a Business

• Immediate, concise and complete overview of every aspect of selling a business
• Insight - Show the sale process through the eyes of sellers – and buyers
• Appreciate the many different ways in which businesses can be sold – and the choices that sellers have to make
• Sets out the business principles underlying the marketing of a business, its value and the way in which processes are staged
• Clear explanation of the timeline, including how value evolves and is finally agreed
• Gives the roles and perspectives of all parties – buyer, seller, management and the various advisers involved
• Understand the linkage between commercial discussions and legal agreements
• The trainer has been involved in negotiating and closing M&A transactions for over 25 years.

• Appropriate for business owners/ sellers and their legal and financial advisers
• Enable practitioners with less experience to accelerate their learning around the sale of a business, through discussion of tradecraft, alternatives, case studies and best practices
• Give an understanding of why businesses are sold – and bought
• Help sellers understand the options open to them in planning a process – and the choices at each stage
• Draw out key value points - and other commercial terms where wins and losses may ensue.
• Give the confidence to know what is ‘round the corner’ in this often complex process

Understanding why businesses are sold – and bought

• Seller circumstances
• Management focus/ Strategic change
• Is price everything? Other criteria
• Buyer motives

Alternative methods of sale

• ‘Seven solutions’
• When is an IPO an option?
• Auction sale to trade
• Private equity/ MBO

Choosing an adviser and a deal team – seller’s perspective

• How to differentiate and choose the right adviser
• Other advisers
• The role of management – incentives and rewards

Business value framework

• Three main approaches: assets, earnings, market
• Focus on cash flow to understand the fundamentals of value
• Enterprise (business) value and equity value

Pre-sale preparation

• What steps can or should be considered, and why?
• Contrast long-lead time, multi-year preparation with immediate launch
• Focus on presentation of ‘clean’ financial information
• Case study - Dealing with an inbound approach and no prior preparation

Tradecraft and timetable

• Sell-side best practice
• Review the classic M&A auction process
• Principles underlying – information release and what this means for buyer and seller
• Evolution from expression of interest through to indicative and final offers
• What happens after ‘final offers’?
• Case study – classic auction approach

Process choices

• Full auction to a wide range of buyers
• Focused marketing to a small number of buyers – when is this appropriate?
• Case study – ‘under the radar’ marketing
• Case study – use of A and B lists
• Case study – a twin-track sale

Transaction marketing documents

• Teaser, IM, management presentation
• Understand the place of each
• How to transact without an IM

Information release and due diligence choices

• The place of due diligence – interaction with the marketing documents
• Overview of core diligence areas
• Potential areas of specialist investigation
• Issues in leaving all the diligence to the buyer
• When may VDD or vendor assist be appropriate?
• How due diligence can, and will, affect the deal

Earn-outs

• Why these are likely to be more important with post-Covid uncertainty
• How do earn-outs work?
• Issues for sellers

Cash, debt and working capital

• Seller perspective on these key value points
• Process for finalising - Completion accounts vs locked box – When is each approach appropriate?
• Why sellers prefer a locked box

Legal agreements – key issues for sellers

• NDA
• Heads of agreement – where do these fit in and what do they achieve?
• Purchase agreement
• Disclosure letter, warranties and indemnities – interaction with due diligence

The trainer has worked on corporate finance and capital markets transactions for over thirty years, holding positions on the client side as well as leading advisory teams.

At the Department of Energy, he was a civil servant involved in the privatisation of British Gas, a global IPO involving a large advisory team. He also spent two years (1990-92) in the Hungarian Government privatisation agency working with many advisory firms, as the changing political environment triggered massive ownership change. He has worked in major investment banks (Swiss Bank Corporation International – now UBS - and Lazard) and also co-founded a successful M&A advisory boutique firm. In 2021 he retired from KPMG, where he spent 13 years in the firm’s global M&A business, based in Scotland.

His experience combines a broad range of M&A and equity transactions in North and Central America, Asia Pacific, and all the major European countries, plus, most recently, in Africa. His courses draw deeply on case studies from transactions he has run, bringing practical examples to set alongside the theory.

This course covers every aspect of selling a business, from considering the motives of potential sellers ahead of time, right through to the details of final pricing and the legal agreements.

A key element is explaining the importance of thorough preparation, and the benefits this brings, through a focused selling effort aimed at maximising value.

The principal steps in the sale process, and the key documents at each stage, are clearly explained. An important section focuses on the value of understanding potential buyers, and how best to drive their interest: selling a business calls for a thoughtful, bespoke negotiating strategy.

Anyone considering selling a business, or wishing to work with sellers, will benefit from this full and thorough presentation of How to Sell a Business.