Business Transition Services

Discover the path to a seamless and valuable business transition process

Are you considering buying out your shareholders? Do you want to sell your company outright? The market is ripe, and capital is seeking targets, making the timing ideal for transitioning your business.

But how do you ensure the deal goes through at the valuation that’s best for you? That’s where we come in. BPM offers the business transition services you need to ensure a smooth and beneficial business transition process.

Corporate and private equity buyers are looking. Is it the right time to transition your business?

Considering an ownership transition? Is it time to sell your business?

Despite economic challenges, private equity funds and strategic buyers are open for business. In fact, U.S. private equity firms are sitting on more than $800 billion in uninvested capital. These firms and strategic buyers want to put money to work by investing in privately held companies, making this the perfect time to transition your business.

Despite prevailing interest rates, well-run domestic businesses have an unprecedented opportunity. With so much capital looking to invest, even small and midsized companies are on the radar. Might your company be a viable target for an acquisition? Perhaps you’ve seen interest from a potential buyer or are interested in exploring the market. Or maybe you’ve received an attractive offer to mean a secure, well-funded retirement.

You and your family could do what you want. It’s what you’ve worked for. But there’s one big catch. You don’t yet have a deal.

BPM wants owners and their families who’ve invested their working lives in building a successful business to get the best possible deal, the best price and the highest multiple. And we know how to do it.

What can BPM’s Business Transition Services team do for you?

Letter of interest? Term sheet? Ongoing transaction due diligence, along with those daily calls from your prospective buyer? They don’t matter. The vast majority of proposed acquisitions are never consummated. The principal reason is a difference in expectations — what buyers expect of you and your company, and what you can and should provide. Unfortunately, the business transition process is frustratingly complex.

That’s why you need a team of professionals to ensure you receive the business transition services necessary for a successful transaction.

Navigating the business transition process

At BPM, we bring a wealth of experience to the table. Our Corporate Finance and Business Transitions Services teams understand the buyer and their expectations, allowing us to advise hundreds of businesses through the sales process.

We provide sell-side advice to small and midsized companies wanting to complete a deal at the highest possible sale price. We assist sellers through a five-step process, as follows.

Phase One: Preparing for a sale

Readying any company for sale depends on multiple variables. In the first phase of deal preparedness, BPM will assist with a range of tasks:

•  Interviewing the seller to gauge opportunity and establish a baseline expectation.
• Collecting corporate information and building a financial “data room.”
• Building revenue models, developing customer profiles and describing the market potential.
• Identifying five to ten investment bankers to test the market, learning the opportunities in various sectors.
• Drafting an executive summary and soliciting pitches from interested parties.
• Helping owners refine EBITDA estimates to inform valuation ranges.
• Readying the entity’s books for examination.

Phase Two: Identifying I-banks and soliciting LOIs

As the possibility of a sale becomes tangible and as the company owner receives one or more letters of intent (LOI), we support sellers with:

• Preparing confidential informational memoranda (CIM) for I-banks.
• Creating marketing materials to prompt interest from private investors.
• Developing detailed current-year budgets and forward-year projections, analyzing financial trends, and examining KPIs.
• Analyzing quality of earnings to confirm adjusted EBITDA.
• Advising owners on estate, tax and wealth advisory matters.
• Recommending legal counsel for M&A legal and negotiation support.
• Answering preliminary questions relating to financial due diligence.

Phase Three: Preliminary diligence

By the end of this phase, the seller can expect to have chosen a buyer, granting them exclusivity for a specified term. In this phase, we assist in:

• Securing letters of intent (LOIs) and initial term sheets.
• Navigating ownership meetings with prospective buyers.
• Performing initial corporate tax diligence.
• Completing the buildout of the data room.
• Answering questions from selected investors, while seeking to preserve enterprise value.

Phase Four: Deal close and funding

Transaction due diligence is the most onerous task for company owners and entrepreneurs preparing for a sale. If not performed efficiently, it adds unnecessary costs while distracting management from running their business. We support due diligence throughout the deal process by:

• Supporting the business transition team through confirmatory due diligence.
• Fielding questions and managing responses.
• Updating the data room as needed.
• Reviewing the draft Sales and Purchase Agreement (SPA) or Asset Purchase Agreement (APA) with legal counsel.
• Supporting final negotiations and helping represent the seller at the closing table, including agreements on levels of working capital to be established when the deal funds.

Phase Five: Transition

Once a deal is done, sellers benefit from our experience managing a range of responsibilities, including the following:

• Onboarding the new investor.
• Representing information to support earn-out and/or secondary consideration.
• Reporting to the recomposed board.
• Assisting as needed with debt covenants and compliance.

Moreover, once the deal is funded, BPM’s tax professionals assist the seller with tax planning, including what terms and timeframe to use to optimize the transfer of corporate assets to the family with a de minimis tax impact.

A business transition ally — and an experienced partner

Afraid of becoming consumed by the process? Don’t be. You need a sell-side advisor. We can help.

BPM is deeply experienced. We’re knowledgeable about buyers and their expectations. BPM’s Corporate Finance and Business Transitions Services teams have advised hundreds of businesses during the sale process.

Most importantly, we care — about people like you, about companies like yours. We want owners and their families who’ve invested their working lives in building a successful business to get you the best possible deal, the best price and the highest multiple. Want more information? Contact us.