In this second episode of the Middle Market Mergers & Acquisitions podcast, Gina Cocking and Jeff Guylay continue their discussion of the four phases of selling your company.
The process of selling your company can be neatly categorized into four phases, taking place roughly over a period of 16 weeks.
The four phases are:
2) Go to Market
3) Management Presentations / Buyer Due Diligence
4) Exclusivity / Documentation
In Episode 001, Gina and Jeff focused on the Pre-Marketing phase.
In this Episode (002), the focus shifts to the subsequent phases, two through four. Gina and Jeff dissect the sales process from Go to Market to Management Presentations to Exclusivity/Documentation, when the deal (sale process) is finalized and the company is sold.
We again invite the president of Stonemark, Elizabeth Davies, to provide her perspective on the process, including communication with employees as well as successfully running the business while the company is up for sale.
Two key points from the first two Episodes of the Middle-Market Mergers & Acquisitions podcast:
- A disciplined process delivers the best outcome in terms of price and terms.
- Time is the enemy. The longer the deal takes, the higher the risk that it goes sideways.
We invite you to download our 16-week sales process timeline to see how Colonnade Advisors typically approaches the process of selling a company.
Takeaways from Gina and Jeff in this Episode:
- Gina Cocking and Jeff Guylay describe phase two of selling a company: Go To Market (03:07)
- Gina outlines how Colonnade Advisors pre-qualifies potential buyers in the sales process (03:53)
- Jeff discusses the first indicator of buyer interest, the non-disclosure agreement (NDA) (08:05)
- The confidential information memorandum (CIM) follows the NDA (08:32)
- The indication of interest (IOI) culminates phase two (11:13)
- Jeff outlines how an IOI helps select who’s really serious about proceeding (14:38)
- Gina defines the electronic data room and its importance (16:43)
- Gina discusses how allowing buyers to conduct increased diligence upfront typically leads to more informed and better bids later on (17:26)
- The importance of the social aspect of the sale process and the vetting of both buyer and seller (18:26)
- Jeff elaborates on how phase three is a two-way interview between buyer and seller (19:33)
- The end of phase three culminates in a process letter asking for final bids or letters of intent (LOI) (20:54)
- Jeff details the usefulness of an LOI and the power shift towards the end of the sale process (21:23)
- Gina defines the post-LOI exclusivity and confirmatory due diligence phase (23:38)
- Jeff on phase four and simultaneous close and funding vs delayed closing and funding (25:35)
Takeaways from Elizabeth Davies in this Episode:
- Elizabeth Davies emphasizes the importance of not disclosing details of the deal to company employees until the deal closes and is certain. Selling your company can create uncomfortable uncertainty for your employees (30:02)
- Elizabeth shares how much can be learned about one’s self and others during the process of selling your company (31:25)
- Elizabeth describes the concern Stonemark had for the employees during the sales process (32:03)
- Elizabeth shares her surprise about the buyer’s focus on cybersecurity during the sales process (33:09)
- Elizabeth provides advice to other CEOs thinking about selling their company: “Focus on the business” (33:50)
About Our Guest
Elizabeth Davies is the President of Stonemark Inc., a full service insurance premium finance company founded in 1983 and headquartered in Frisco, Texas. Elizabeth brings over 30 years of financial services expertise to Stonemark and oversees all corporate functions, including sales and marketing and Stonemark’s banking relationships. Elizabeth is focused on sales growth and expansion into new markets.
Under Elizabeth’s leadership, Stonemark was acquired in 2018 by H.W. Kaufman Group, a global network of insurance companies. Website: www.stonemarkinc.com