Most M&A processes are opaque to the founder until the wire hits. Ours is not. This is a phase-by-phase, week-by-week walkthrough of how an engagement actually unfolds — what we do, what we deliver, what we ask of you, and what to expect at every milestone.
The engagement begins long before the marketing materials. The first three weeks are about aligning on outcome, structure, and honest pricing — and discovering whatever needs to be discovered before we commit a process to the market.
We conduct a structured discovery, a preliminary valuation analysis, and a process feasibility assessment. If the timing is wrong, the multiple is unrealistic, or there is a structural issue that needs eighteen months of work — we say so before the engagement letter is signed. The discipline up front protects the outcome at the back end.
By the end of Phase 1, ownership has a clear-eyed view of the process, the likely valuation range, the timeline, and the work required of them through close. Nothing is launched on assumption.
Phase 2 is where the deal is won or lost — though no buyer sees a thing. Six to eight weeks of rigorous preparation: the financial model, the CIM, the data room, and the buyer universe.
The financial model is built bottom-up with full historical reconciliation, EBITDA bridge, normalization addbacks, and a defensible forward forecast. The CIM is written to anticipate every diligence question a sophisticated acquirer will ask — not to obscure them. The data room is structured before launch, not populated reactively. The buyer universe is vetted and tiered by likelihood and strategic fit.
By the end of Phase 2, the materials are ready, the data room is loaded, and ownership has reviewed and approved every external-facing document.
The market sees the deal for the first time in Phase 3. Teaser distribution, NDA execution, CIM access, and competitive bidding drive the process toward an Indication of Interest round, then a curated set of management presentations with the most credible buyers.
Outreach is sequenced — strategic acquirers and Tier 1 financial buyers first, then broadening to Tier 2 if needed. Every interaction is logged and assessed; every IOI is benchmarked against the others on price, structure, and certainty of close. Management presentations are choreographed and rehearsed so ownership shows the business at its best.
By the end of Phase 3, we have a competitive set of IOIs, a management presentation pipeline, and a clear view of the buyers who will likely advance to LOI.
Phase 4 is where competitive tension translates into terms. Final round bidding, LOI negotiation, and exclusivity. The advisor's job in this phase is to maintain leverage as long as possible — and to ensure the LOI we sign is the LOI that closes.
Final bids are evaluated not just on headline price, but on rollover equity treatment, working capital peg, indemnification structure, retention requirements, and conditions to close. We negotiate hard on the terms that protect ownership — escrow size, survival periods, materiality scrapes, sandbagging — because these are where post-LOI value erosion happens.
By the end of Phase 4, ownership has executed an LOI with the buyer that delivers the highest combination of value, structure, and certainty of close.
The final phase converts the LOI into a closed transaction. Confirmatory diligence, definitive agreement negotiation, working capital peg setting, and signing/closing. This is the phase where unprepared sellers lose money and well-prepared sellers protect every dollar of valuation.
We coordinate with counsel to negotiate the purchase agreement on terms that survive closing: escrow sizing, indemnification caps and survival, working capital target, R&W insurance positioning, transition services, and key employee retention. The data room remains active. We continue as the principal liaison between ownership, buyer, both counsels, and any specialty diligence advisors.
By close, ownership receives the structure they negotiated for, the working capital they expected, and the cash they were promised — wired and confirmed.
The structure above is the standard process. The principles below are non-negotiable — applied to every engagement regardless of size, sector, or transaction type.
If the valuation expectation is unrealistic or the timing is wrong, we say so before the engagement letter. The discipline up front protects the outcome at the back end.
The senior advisor who originated the relationship is on every call, every negotiation, every closing. No bait-and-switch to associates after kickoff.
The CIM is built to answer the buyer's six questions, not to dress up the four they will ask anyway. Sophisticated buyers reward transparency with multiple expansion.
We do not run "exclusive" processes that surrender leverage. Every mandate has a calibrated buyer universe and a process designed to maintain optionality through LOI.
Code-named projects, controlled NDA distribution, segmented data room access, watermarked materials, and audit-logged document workflows — through close.
Working capital true-ups, escrow releases, indemnification questions, transition services. The engagement does not end at signing — it ends when the final dollar is released.
The standard sell-side process detailed above is one of three engagement models we offer. Growth consulting, capital advisory, and operational transformation engagements follow distinct structures and timelines.
Every engagement begins with a confidential conversation. Whether you are 18 months from a transaction or considering an exit this year, we are happy to walk through what the right process would look like for your business.