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.
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.