SELL-SIDE INVESTMENT BANKING INVESTMENT BANKING VALUATION ADVISORY FORENSIC ACCOUNTING

Transcription

1 SELL-SIDE INVESTMENT BANKING INVESTMENT BANKING VALUATION ADVISORY FORENSIC ACCOUNTING

2 AL LIED Connected or related by similitude, resemblance, or friendship.

3 3 Helping you maximize the return on your most valuable investment Allied Business Group helps business owners realize their strategic and financial objectives through the sale of their companies. We understand that successful deals occur only when price, fit, and chemistry are aligned. We also understand that every company is different, and thus every sale process is unique. Selling a business requires careful planning, a significant investment of time and energy, and the guidance of an experienced M&A advisor. Our professionals work closely with you to develop a personalized approach to the sale of your company. Drawing on our diverse industry knowledge, proprietary deal management tools, and support staff, we can help you achieve your strategic goals while ensuring you receive maximum value for your company.

4 4 TABLE OF CONTENTS OUR SALE PROCESS 05 STEP 1 BUSINESS VALUATION 06 STEP 2 STRATEGIC PLANNING 07 STEP 3 CONFIDENTIAL MARKETING 08 Marketing Channels 09 Marketing Materials 10 STEP 4 DEAL MAKING 12 ClearDeal 13 STEP 5 DUE DILIGENCE & CLOSING 16 Virtual Data Room 17 ABOUT ALLIED 18 When you work with Allied, you work with a diverse team of professionals from all disciplines across the M&A sale process.

5 5 A UNIQUE APPROACH TO THE SALE PROCESS We construct successful deals by implementing a disciplined, proven five-step process on every transaction 1 BUSINESS VALUATION We perform a comprehensive review of your business to determine the value of your company. Our knowledge of valuation theory combined with our first-hand M&A experience produces highly accurate valuation opinions. 2 STRATEGIC PLANNING After conducting in-depth market research, we develop a strategic plan defining how we will implement our resources to obtain the most beneficial outcome in the sale of your company. 3 CONFIDENTIAL MARKETING We develop and execute a marketing plan that is designed to draw interest from a large number of high-quality buyer candidates who will engage in a competitive bidding process. We accomplish this while maintaining the highest level of confidentiality surrounding the sale of your company. 4 DEAL MAKING Using our proprietary deal management software tools, we manage correspondence with interested parties and identify the most qualified buyer candidates. We solicit offers from these buyers and create a competitive bidding environment to help you achieve maximum value for your company. 5 DUE DILIGENCE & CLOSING We help you prepare for potential buyers as they perform a comprehensive review of your company. By managing your deal team during this critical stage of the M&A process, we are able to preserve the momentum of your deal and ensure a successful transaction. Our unique and disciplined approach to the M&A sale process provides our clients with proven results.

6 6 STEP 1 BUSINESS VALUATION Deriving a value for your company Our process begins with a comprehensive review of your business from which we derive a value for your company. Our analysis provides us with a deeper understanding of your company s strengths, weaknesses, opportunities, and unique investment merit. This process also helps us identify issues that could deter a successful transaction. Using this analysis we create a valuation report that will serve as the basis for determining how we can help you achieve your strategic and financial objectives through a successful sale. $ Due Diligence External & Internal Analysis Valuation Analysis Report Company Documentation Economic Analysis Income Approach Presentation of Report Financial & Legal Review Industry Analysis Market Approach Print and Digital Formats Management Discussions Company Risk Analysis Asset Approach Tips to Maximize Value Facility Tour Financial Analysis Discounts Our knowledge of valuation theory combined with our first-hand M&A experience produces highly accurate valuation opinions.

7 7 STEP 2 STRATEGIC PLANNING Determining a course of action During the strategic planning process, we define how we will implement resources to obtain the most beneficial outcome in the sale of your company. We establish the marketing strategy to sell your company, outline the timing of key events in the M&A process, and determine how best to present the unique characteristics of your company. COMPREHENSIVE BUYER LIST We perform independent research to compile a list of potential strategic acquirers that includes contact information for key executives at each company. We also leverage our proprietary database, which contains more than 8,000 private equity investors who have registered with our firm as buyers. We conduct exhaustive market research to find the best strategic buyers for our clients.

8 8 STEP 3 CONFIDENTIAL MARKETING Creating competition between the best prospective buyers Our marketing process is designed to draw interest from numerous prospective buyers to create a competitive bidding environment for your company. We accomplish this while maintaining the highest level of confidentiality regarding the sale of your business. MAINTAINING CONFIDENTIALITY WITH PROSPECTIVE BUYERS Our buyer qualification process protects client confidentiality and creates a more effective sale process by focusing only on the highest quality buyers. As a first step, we require all prospective buyers to complete our online buyer registration form. The information gained from this step allows us to assess the prospective buyer s ability to complete the acquisition. We then conduct further diligence to evaluate the buyer s reputation when completing transactions. Once we determine that a prospective buyer is qualified we require them to sign a confidentiality agreement. We give prospective buyers the name of your company and access to the marketing materials we ve created for your business only after they have submitted a signed confidentiality agreement to us. Private Equity Buyer Registration * Indicates required field * Company Name: * Full Name: * Address: * City: Bay View Equity Partners Thomas Kane 2012 Fremont Street San Francisco * State: CA * Zip: Prior Acquisitions (#): * Geographic Preference: Preferred Transaction Type: * Fund Type: * Types of Capital Provided: 4 Future? (#): 2 Midwest Majority Recapitalization Sponsored Fund Equity * Target Sectors: Basic Materials Consumer Goods Financial Healthcare Industrial Goods Services Technology * Target Industries: Aerospace Agriculture Metal Fabrication Packaging & Containers Printing & Publishing Software Transportation * Work Phone: (415) * Fund Size: * Funds Available for Acquisitions: * Target EBITDA: * Target Revenue: Mobile Phone: * Address: Website URL: (415) tkane@bayviewpartners.com <$10M $10-$25M $25-$50M $50-$100M $250M+ <$1M $1-$5M $5-$10M $10-$25M $25M+ <$1M $1-$3M $3-$5M $5-$10M $10-$25M $1-$10M $10-$25M $25-$50M $50-$100M $100-$250M Our database of financial buyers includes over 8,000 private equity contacts.

9 9 MARKETING CHANNELS Maximizing exposure through numerous marketing channels We utilize several different marketing channels to promote your company to strategic and financial buyers. Your company s name is kept confidential in all communications throughout this initial process. We prepare a set of materials used to market your business for sale. These documents are used to position your business in the most beneficial Allied makes phone calls to obtain addresses for strategic buyer contacts and then sends s to the strategic and financial buyer lists. Messages are sent through an online platform that provides tracking features, allowing Allied to monitor the interest level of all recipients. DIRECT MAIL We use direct mail to send a personalized cover letter and confidential profile to the entire strategic buyer list. This provides a secondary method for outreach in addition to communication. WEB MARKETING RESOURCES We complement our direct marketing activities with web marketing to reach additional private equity firms and individual investors. Our web marketing initiatives allow interested parties (who were not included in our distribution list) to search for your investment opportunity. Allied maintains strict confidentiality in every M&A sale process.

10 10 MARKETING MATERIALS Confidential Profile To generate interest in your business while maintaining confidentiality, we develop a one-page synopsis that highlights your company s products, services, and historical financial performance without identifying the business by name. We attach a cover letter and distribute this piece to the entire strategic buyer list. Confidential Information Memorandum (CIM) This page book is the most important document for the sale of your business. It provides an in-depth look at your company s operations, management team, past financial performance, and future opportunities.

11 11 Video CIM Your company is about so much more than just numbers on a financial statement and the Video CIM helps us convey that to the most qualified buyers. This one to two hour video features interviews with management and key personnel, as well as a tour of your facility. It provides a controlled message that prospective buyers can replay multiple times before scheduling a site visit to meet with you. More importantly, it helps them better understand the unique strengths of your business.

12 12 STEP 4 DEAL MAKING Aligning strategic fit, chemistry, and price During the M&A sale process, a vast amount of correspondence occurs between your M&A advisor and prospective buyers. Efficiently managing this correspondence is critical in fostering a competitive bidding environment and completing a successful transaction. Allied is unique among M&A advisors in that it has created a proprietary webbased tool, ClearDeal, to help achieve this objective. ClearDeal helps Allied s professionals manage high-activity deals while maintaining clear and constant communication between their client and prospective buyers. ClearDeal plays a vital role in managing the deal making process which consists of three stages: INITIAL BUYER RESPONSE We field initial inquiries from your deal s confidential marketing campaign and respond to all information requests regarding your company. We process executed confidentiality agreements and buyer registration forms before providing buyers with confidential information. PROPRIETARY DEAL MANAGEMENT PLATFORM We enter each prospective buyer s information into ClearDeal, our proprietary deal management platform. Once a buyer is added to our system, we track all subsequent correspondence with the party. The information collected for each buyer is aggregated into ClearDeal s buyer ranking feature, which allows us to narrow the buyer pool down to candidates who offer the best strategic fit and chemistry. LETTER OF INTENT After we have identified the most qualified buyer candidates, we solicit multiple bids in the form of a Letter of Intent (LOI), creating a competitive bidding process. Using our proprietary transaction analysis model, we evaluate each buyer s bid. Our experienced deal team negotiates the terms of the offers until they meet or exceed your expectations. We provide a transparent M&A process, keeping you fully informed as we conduct our evaluations of prospective buyers.

13 13 CLEAR DEAL ClearDeal, our online deal management platform, gives you a secure, confidential channel for collaborating with your M&A advisor and staying up-to-date on any developments with prospective buyers. Designed after our proprietary transaction process, ClearDeal features an automated buyer communication system that helps us streamline correspondence, increase response rates from prospective buyers, and document in-depth information about every activity we perform on your behalf. ClearDeal is an innovative web-based tool that enhances transaction efficiency and success.

14 14 CLEAR DEAL Monitor deal activity ClearDeal tracks all correspondence we have with prospective buyers on your behalf. Not only can you see who we communicate with, you can monitor how and when our conversations occur and review a summary of our discussions.

15 15 Project Dashboard ClearDeal captures the current progress of your deal and provides a visual breakdown of the activities and interest level of prospective buyers. You can see what types of prospective buyers are interested in your company and review how we have ranked them based on a combination of different factors. You can also track prospective buyers based on the number of times they view your company s marketing materials.

16 16 STEP 5 DUE DILIGENCE & CLOSING Preserving momentum and ensuring a smooth, successful transaction Once we have negotiated a signed LOI with a prospective buyer, we help you manage the due diligence process. During due diligence, your business will undergo intense scrutiny. The buyer will carefully review your company s operations and financial statements and will request large amounts of information to verify the accuracy of every representation that has been made about your business. We oversee the data collection process and fulfill information requests made by the prospective buyer. Our professionals also manage your M&A deal team, which typically consists of attorneys, accountants, and other key advisors. These professionals will help structure your transaction, negotiate a final purchase agreement, and address issues presented by the buyer during the due diligence process. The final steps With help from the rest of your deal team, we negotiate the terms of the definitive purchase agreement. Our team will organize all closing documents and walk you through the signing of them. Finally, we will coordinate with the buyer to arrange a wire transfer of payments due at closing to complete the purchase of your company. We proactively address buyer concerns before they can jeopardize the transaction.

17 17 VIRTUAL DATA ROOM (VDR) A controlled delivery of your most sensitive company files A vast number of documents are exchanged during the due diligence process, from financial statements to customer contracts to employee records. Our VDR provides a secure, centralized platform through which buyers and sellers can exchange key documents while monitoring who uploads, downloads, or views every piece of information. The VDR dramatically simplifies what was once a cumbersome and overwhelming process. We streamline the information sharing process to complete due diligence in a timely, secure, and efficient manner.

18 18 About Allied Business Group Founded in 2002, Allied Business Group is a boutique investment bank providing mergers and acquisitions advisory, valuation advisory, and forensic accounting services to privately held companies throughout the U.S. Our diverse team of professionals provides solutions to the complex challenges and opportunities faced by business owners.

19 A competitive bidding market for privately held companies does not appear by accident; rather it must be constructed through extensive research and precise execution of a strategic marketing plan.

20 ALLIED BUSINESS GROUP, LLC ADDRESS 7007 College Blvd., Suite 400 Overland Park, KS PHONE FAX WEBSITE