Sell-Side M&A
You should know what your company would sell for before any buyer knows it is for sale.
The usual way to learn what a company is worth is to sell it, so you are asked to commit to a sale before you have any evidence of the price. We run the Strategic Capital Process: every company is read three ways, for liquidity, for capital and for growth, and the answer decides which problem yours actually is. Preparation produces a written read of the market before a single buyer is approached: the evidenced buyers, what comparable completed transactions indicate the market pays, and what holding your company is worth.
The written read
The document is finished before the decision to sell.
The written read is a document you hold. It is delivered at the end of preparation, before any buyer is contacted, and it answers the question you are usually told you can only answer by running a process. Never take a company to market to find out what it is worth.
View a sampleBuyer universe
Every acquirer and sponsor with a claim to the asset, each one carrying the completed transactions and filings that justify its place on the list. The names come out of the firm's origination engine, and the reasoning for each is written next to it.
Clearing evidence
What comparable completed transactions indicate the market pays for a business like yours. Every figure carries its source, its sample size and its limits. Where the sample is too small we say so and do not quote it.
Diligence ledger
The questions a buyer will ask, answered in advance or flagged as open, with the supporting document named against each answer. Anything a buyer finds in diligence has already been written down and priced by you first.
Hold case
What keeping your company is worth, in writing: the cash it produces for you, what two or three more years of the current plan looks like, and what would have to be true for holding to be the better answer. Selling gets compared against a real alternative.
The Strategic Capital Process
Every sell-side mandate is one of three problems.
The Strategic Capital Process is the firm's method for every sell-side mandate. Each mandate is one of these three problems, or a combination of them, and the process runs the same way for all three, pointed at a different outcome.
Liquidity
Turning ownership into wealth with the price set by competition between qualified buyers. Several buyers work on the same timetable, and the offer that wins has to beat the others that are still live.
Capital
A loan matures next year, or a raise is coming. The first term sheet on the table sets the price unless other lenders and investors are competing for the same instrument, so the instrument is scoped first and every credible source of it is put on the same clock.
Capital RaisingGrowth
Using institutional capital and acquisitions to grow faster than your own cash flow allows, with the financing scoped as part of the acquisition plan and arranged on the same timetable.
Buy-Side M&ADoctrine
We build competition for every mandate.
We build competition for the asset or the opportunity. Several qualified counterparties work the same timetable, so any offer has to beat the others still live.
When you sell, competition is built between qualified buyers, approached in parallel. A company raising debt puts banks, private credit funds, insurers and institutional lenders into a contest for the same loan. An equity raise puts private equity, infrastructure funds, sovereign wealth, pensions, family offices and strategics in the same process, on the same clock.
We do not lend or invest, and we take no position in any transaction we advise on. A bank running the same process has its own balance sheet waiting at the end of it.
Never negotiate with only one source of capital. Create the market.
Who this is for
Mandate criteria
A process is worth running when your business can support one and the market for it can be prepared. These are the parameters we work within.
- Ownership
- Founder- or family-owned companies, one shareholder or several. Succession situations are a core focus.
- Transaction
- $5M to $500M. Full sale, partial sale, succession or recapitalisation.
- Preparation
- Financials that can be normalised and evidenced. We build the rest with you, and the written read is finished, before any buyer sees your business.
- Timeline
- A prepared process typically runs six to nine months from kickoff to close.
Who runs the mandate
You deal with one person from the first call to close.
The founder operated companies before he advised them, and the problems of an owner-managed company are ones he has carried himself. Your mandate is run by one person who holds the whole picture, and specialist advisers are brought into the mandate where a workstream needs one, under the same confidentiality.
Process
How the Strategic Capital Process runs
Preparation
The business is prepared before any buyer sees it, and diligence questions are answered in advance so that nothing found later is new. Owner-managed accounts rarely show the earnings a buyer will price: family members on the payroll, owner compensation set with the tax office in mind and costs that belong to the owner and not the business all sit in the raw numbers, so EBITDA is normalised with support written down for every adjustment. Preparation ends when the written read is finished and handed to you.
- Normalised financial summary with support for every adjustment
- Confidential information memorandum
- Data room prepared and indexed
- The written read: the evidenced buyer universe, the clearing evidence, the diligence ledger and the hold case
Decision pointWith the written read in hand, you decide whether to go to market at all. You can read it and hold, and the document keeps its value for you either way.
Buyer map
The buyer universe is built by the firm's origination engine from the lender filings that show which sponsors and lenders funded comparable businesses in your sector. Those names arrive with the filing that put them there, alongside the strategic names you already know.
- Buyer universe with the reasoning shown for each name
- Approach plan and sequencing
Market approach
Confidential outreach under NDA, staged so that every approach runs on the same clock and interest builds in parallel.
- Anonymous teaser
- NDA management
- Indications of interest collected and compared
Decision pointIndications of interest show what the market will actually pay, measured against the clearing evidence you already have. You decide whether to shortlist or to stop.
Negotiation
Headline price is one line of a proposal. Earn-outs, working capital targets, the treatment of cash and debt, the buyer's own structure and the synergies a strategic acquirer can pay for all change what you actually receive, so competing proposals are compared on the full structure, with more than one option held open into exclusivity.
- Bid comparison across price, structure and conditions
- Term sheet negotiation to exclusivity
Decision pointExclusivity is yours to grant, and it is granted only once the bid comparison is in front of you.
Diligence and close
Confirmatory diligence is managed against the diligence ledger written in preparation, so buyer questions are answered from a record that already exists, through documentation to signing and close.
- Diligence coordination across workstreams
- Documentation support through close
Questions owners ask
Before a process starts
Do we have to sell at the end?
No. You can commission the work to understand your options and choose to hold. The written read and the prepared materials keep their value in that case, and the decision stays with you at every stage.
Can you give me a quick estimate of what my company is worth?
No. Online valuation tools exist to collect your contact details, and the number they show is designed to start a sales conversation. What your company would sell for depends on your normalised earnings and on evidence from comparable completed transactions, and producing that read is the work of preparation.
How do you know who the real buyers are?
Our origination engine reads the lender filings that private capital firms and business development companies submit to the SEC every quarter, which show who lent to whom, at what size and on what terms. A buyer earns a place on your list by having completed or financed comparable transactions, and the filing or transaction is printed next to the name so you can check it. Strategic acquirers you already have in mind are added, with the announced transaction or the disclosure that evidences each one printed next to the name.
How is confidentiality protected?
Outreach starts anonymous. No buyer learns your company's name before signing an NDA, staff and customers are not contacted, and the list of who was approached is agreed with you first.
How much management time does it take?
Time concentrates in two windows: preparation, where we work from your existing records, and management meetings with shortlisted buyers. Between those windows the process runs on our side.