Sellside / Buyside M&A Process "Checklist"

Recent A2A promote here, and also recently lateraled to a strong MM boutique that is much more M&A oriented. Coming from a BB coverage group with very little M&A reps under my belt, I was hoping to put together both sell-side and buy-side process "checklists" for myself, to help navigate the various workstreams on the deal. Although every deal is unique, I was wondering if anyone had a good rough outline for a typical M&A mandate to guide and help orient myself on the deal team, on both sell-side and buy-side advisory mandates. Figured this might be a good resource for other bankers as well, especially at the new associate level.  

Comments (13)

Most Helpful
May 12, 2022 - 1:31am
forward_lateral, what's your opinion? Comment below:

Fuck it ill give it a crack. 

Project Name

This shit is important Your MD just came back from Colorado and he was mystified by the Aspen trees. Project Aspen. Lets fucking ride.

Organizational Meeting

Kickoff call mother fucker. Biggest thing is laying out Transaction Workstreams to align everybody on timing/expectations. MD will promise everything by Mid *whatever next month is. You never deliver. 

Transaction Workstreams

- NDA

- Buyers List 

- Teaser

- Model

- CIP

- Data Room

Send Teaser and NDA to Buyers List

Teaser includes general information about the company. Nothing that makes the company identifiable. Basic financial information, geography. Then time to send and track NDA email responses to a "broad universe of strategics and financial sponsors", follow up on NDAs, and send daily progression reports to the deal team. Fucking awful, your MD will decide to review in detail every Friday night. If buyer is interested, they send back executed NDA and wait for next phase.

CIP Model IOI Process Letter

After executing NDA, interested buyers receive CIP, Model, IOI process letter. Buyers are excited to "dig-in". 

Pre IOI Diligence Meetings

We speak with interested buyers. Buyers ask for data you don't have. Buyers will ask for "valuation guidance". You basically tell them to kick rocks, and submit a bid you can support in diligence.

Indication of Interest

You receive a number of bids. Most attractive bid is almost always the highest valuation. Although some buyers have not done much diligence work which makes the bid less attractive. You want a buyer who is serious and can support their bid through diligence. A tighter timeline (e.g. 45 days to sign) can make the bid attractive too. 

Letter of Intent

Buyer will have legal advisors draft an LOI. This will outline Sources and Uses, working capital at close, key employee plans, diligence advisors, assumptions that need to be supported during diligence (e.g. EBITDA adjustments)

*will pick this back up tomorrow. Going to bed. 

  • Business School in CorpStrat
May 13, 2022 - 12:38pm

Logic makes sense regarding BB coverage --> M&A at a MM. Spoke to an ED at a top MM about their decision to do so. Seems like a lot of banks definitely have an internal checklist for what needs to be done on sell-side/buy-side deals (forgot the details but he did say after a few reps, you get a much better idea of what needs to be done). Especially seemed repetitive based off his description since I believe he only worked on companies being brought by or sold to PE investors. 

For the lack of the better word, he preferred the "vanilla"/consistency of these type of deals vs. broad coverage at the BB he worked at initially. And pay was better too at the MM (all-cash) when he lateraled.

  • Associate 1 in IB - Cov
May 13, 2022 - 2:32pm

Exactly my considerations when making the switch. Was spending most of my time on very broad market updates / "relationship" pitches and financings at the BB coverage group, and was just looking for a more M&A focused role. Current shop seems to be much more heavily focused on M&A execution with very little pitching, so it feels like I'm playing a bit of catch-up on that front. The all-cash comp was also a factor at the associate level, as associate bonuses at the old BB are now 25% stock (with a 4-year vesting schedule). Seems like a much better bet for a banking career, but might take another shot at PE after a year here. Struck out in like 10 buyside processes as an analyst, with the main feedback being that I lacked the M&A experience and technical reps, so think I'll be much better positioned after a year here, even if I'm at a slight disadvantage as an associate.

  • Business School in CorpStrat
May 13, 2022 - 2:46pm

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