Step
by
Step
Contacting Buyers
and
Telling the Story
If you're looking for an advisor to send out several hundred leather-bound, gilt-edged offering memoranda, Shelburne Associates is probably not right for you.
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We will assist in the creation of a confidential information memorandum that tells the unique story of your company and its value proposition in the most compelling light. The memorandum will be constructed with enough flexibility to meet the specific interests of a given acquirer. Shelburne associates will be your biggest cheerleader and most ardent champion.
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Companies with strategic value often get sold to a short list of potential acquirers already known to the business before the sale process begins. Approaching these potential buyers preemptively and confidentially often leads to the most secure, least disruptive outcome for all parties.
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If the ultimate acquirer is a financial buyer, a broad approach may not yield a high outlying price as these buyers tend to use very similar valuation metrics. In this instance, limited distribution is advised. In either case, Shelburne Associates has access to a large base of both strategic and financial buyers developed over decades of transaction experience.
Negotiating and
Structuring
You’ve spent a lifetime building a business – probably not negotiating purchase and sale contracts or the dozens of related documents. The contracts required to document even a small transaction are technical and complex. And it’s not just about the closing price. There are both monetary and non-monetary events that occur during and after closing. Shelburne Associates' Paul Laud has presided over 75+ transactions as a buying or selling principal over his 40+ year career. He has navigated through impasses and dead-ends, and can develop creative “work-arounds” to move a transaction towards closing.
Shelburne Associates believes in design for closing - streamline the path to closing by setting key transaction parameters clearly up front, and then vigilantly following up on milestones and deliverables, ever-mindful of market realities.
Shelburne Associates will prepare analyses, position memos and updates at all key points and can preside over negotiations with any of the parties to the transaction.
Competitive
Solutions:
Case
Situations
• A seller wanted to preserve the brand legacy of his company. Shelburne Associates negotiated a right of first refusal on any future disposition of the company’s well-known trademark. This also served to secure a seller note.
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• A seller had introduced a rapidly growing new product line at the time of sale. Shelburne Associates negotiated a “carve out” of this business, along with a five year royalty agreement and buyout option.
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• A seller had a business whose cash flow was extremely seasonal. In lieu of a working capital test, Shelburne Associates negotiated a cash-based test that protected the sellers from seasonal earnings swings.
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• A seller had product lines utilizing two very different manufacturing processes, with both serving the same customer base. Each product line had strategic value to a completely different universe of acquirers. We split the business into two operations with shared services and sold the product lines separately.
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• A seller was going to hold a minority equity interest in the acquiring company. Shelburne Associates negotiated a “favored nation” put agreement with preferential terms.
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• A seller required assurances that their products would continue to be manufactured in the United States. Shelburne Associates negotiated key terms of this provision in the purchase agreement.
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• A seller had accumulated significant future value in the form of Employee Retention Tax Credits. Shelburne Associates negotiated so that the associated value was preserved for the sellers.