Preparation and management of the sale process
Sell Side Process
Original sell-side process detail covering preparation, diligence, negotiations, approvals, and closing.
Decagon Partners combines operating experience, transaction judgment, and a practical process orientation to help clients maximize value.
| Prepare the Company for Sale | |||||||
| STEPS | Step 1: Evaluate Company |
Step 2: Internal Due Diligence |
Step 3: Financial Analysis |
Step 4: Deal Structures |
Step 5: Identify Buyers |
Step 6: Prepare Book |
Step 7: Prepare Management |
| ISSUES |
Market Assessment / Valuation Business Plan Review |
Value drivers Contract Issues IP Rights |
Revenue Recognition GAAP conformity |
Asset Purchase Stock Purchase Tax / legal issues |
Profile Buyers Qualify Buyers |
Executive Summary Update Plan Create Powerpoints Pro Forma Financials |
Review Presentation Role Play on Questions Create data room |
| Manage the Sales Process | |||||||
| STEPS | Step 1: Buyer Presentations |
Step 2: Manage Preliminary Due Diligence |
Step 3: Negotiate Term Sheet/LOI |
Step 4: Manage Detailed Due Diligence |
Step 5: Negotiate Purchase Agreement |
Step 6: Approvals BOD, SEC, Shareholder |
Step 7: Closing Documents |
| ISSUES |
Customize to buyer hot buttons |
Prepare schedules Overview of key relation-ships |
Deal structure Valuation Range |
Customer Contact Contract Reviews |
Terms & conditions Legal Reps Indemnification Earn-out provisions Contingencies Escrows |
Regulatory review Shareholder Vote Harte Scott |
Purchase Agreement Employment agreements |