Nearly every investment banking client takes us on an interesting journey, with numerous twists and turns. The progression of a beginning, middle, and (potential) end is very akin to a courtship.
Our initial due diligence is critical, including discovering the major things needing corrective action. We want to find the problems and mitigate them before the buyer does. Buyers will use every significant problem/issue to retrade the price or exit the deal.
The middle portion is the “seemingly never ending” phase. We complete our presentation of materials, source the investors/buyers and create the enthusiasm for the transaction. Our goal is to cajole at least two to three potential investors to offer the best price and terms. The middle phase can last months and months and seems like it will never end.
It is also in this timeframe that the real negotiating and posturing for deal terms occurs. Back and forth, between us and the buyer representative(s). This stage requires the maximum patience and optimism, to continually and adroitly dialogue between/among the parties. Sometimes, we need to reapply lipstick to the pig.
Legal counsel usually enters the fray just before an LOI is documented. This agreement starts the “best or select” buyer’s due diligence. We cannot relax at this point, since we must ensure documents are exchanged and seller management presentations are created and honed. There are still many moving parts before the purchase agreement is initiated and negotiated.
When we are fortunate enough to close a deal and get the wired funds, we then exhale. Believe me, we have earned our fees and more.