When business owners make the decision to entrust in Baker Group M&A Consultants, Inc. (BGMAC) services, they have the freedom to continue to concentrate on what they do best – operate their business.
BGMAC is proud to accomplish all of the important steps involved in bringing an interested acquirer to the table. Bringing about a successful transaction involves timing, talent, experience, and practice, among many other attributes.
Below is a general outline of the step-by-step process that BGMAC undergoes in reaching successful transactions. The process has been broken down into four critical stages.
Preparing the Company for Acquirer(s) Review
At no cost to our Client, BGMAC compiles business and financial information that the Seller (Client) has provided to us in consultations, and we prepare a detailed Information Booklet:
- Included in the Information Booklet are financial statements, employee data, product/services information, referral information, company history, owner’s industry experience/background, company’s growth history, pictures, industry literature, company advertisements and any other pertinent business information.
- Once all of the information has been provided to BGMAC, they will develop a detailed Information Booklet in electronic format to provide to interested Acquirers.
- Additionally, BGMAC will have an extensive consultation with Client and/or their accountant to thoroughly review the financial statements to extract data from the statements to create Recastable expense items to improve the client’s bottom line.
- BGMAC prepares a brief profile about Client’s company to provide to potential Acquirer(s). An interested Acquirer will provide BGMAC a non‐disclosure/confidentiality agreement to protect the Client’s confidential information prior to BGMAC providing the Client Information Booklet (CIM) to the Acquirer(s). The Client will be provided a copy of the NDA/Confidentiality Agreement for his/her records.
- Discussion takes place between Acquirer(s) regarding the Information Booklet, questions are answered, and items are clarified.
- Discussion with Client regarding Acquirer(s) interest in moving forward toward a potential acquisition or recapitalization.
- Additional information may be requested either verbally or in report format. This step may occur several times as negotiations proceed, and further information is requested by Acquirer(s).
Meetings – Offers & Terms of Purchase
If all preliminary questions and expectations are met to Acquirer and Client’s satisfaction, a face-to-face meeting or conference call may be arranged between Acquirer(s) and Client.
- Acquirers prefer to meet at Client’s place of business; however, under certain circumstances an “off-site” meeting may be arranged. The purpose of this meeting is to establish a relationship between the Acquirer and the Client as well as view the operations site during its active operational hours.
- After the meeting, Baker Group will have discussions separately with both Acquirer and Client to discuss overall impressions. Further questions or requests for information may result. The decision to move forward with relationship is also discussed with both parties
Terms of Letter of Intent Discussed
- Negotiations with Acquirer and BGMAC begin regarding purchase price and terms of a Letter of Intent (LOI) on behalf of Client’s business. Sometimes an Indication of Interest (IOI) is prepared in writing by the Acquirer to use as a discussion tool with the Client.
- Negotiations proceed to a written Letter of Intent (LOI) for presentation to the Client
- Written Letter of Intent is presented to Client and discussed in detail in consultation between BGMAC and Client. This step may require additional consultation with Acquirer until acceptable terms are agreed upon.
- Client signs Letter of Intent agreeing to move forward with due diligence phase.
Due diligence process begins with Acquirer
- Documents and additional information are requested in detail by the Acquirer.
On or more site audit reviews are conducted by the Acquirer.
- If any errors or substantial discrepancies from previously presented information are found during the audit review corrections/explanations may be require before Acquirer will proceed, or the Acquirer may decide not to continue with the transaction.
- Due diligence process completed.
- Purchase Agreement, along with other ancillary documents, are prepared by Acquirer’s legal department and presented through BGMAC, who in turn will forward to Client/Client’s attorney for review and comments as necessary.
- Terms of Purchase Agreement are agreed upon and Client and Acquirer execute the documents.
Closing the transaction
- Closing the transaction may be done either face to face, DocuSign or via facsimile. Client may receive cash, stock or combination of both from transaction, as detailed in the Purchase Agreement. At the time of closing, BGMAC will receive their full consulting fee by wire transfer equal to the amount agreed upon.