Realising your value the WY way

Step 1: Strategic insights

Before the process starts, we must prepare the business to be sold. The business must look attractive to buyers and be positioned in a way to attain maximum value.

Key activities in the preparation phase include: a detailed review of financial information, preparation of marketing materials, advising on a potential buyer pool and preparation of a virtual data room. This phase is the underlying foundation to a successful M&A process.

We will:

Review financial information

• Analyse historical financial information to determine underlying profitability and perform a detailed review of working capital, both of which are key valuation metrics.
• Leverage WY Partners financial expertise built from working on transactions from both sides of the table to prepare for key negotiations on behalf of the sellers.
• Provide support for the sellers’ future vision for the business by leading the preparation of a financial model backed by detailed assumptions.

Prepare best-in-class marketing materials

• Prepare a best-in-class long form marketing document, the Information Memorandum (IM)¹, which presents the key attributes of the business and allows potential purchasers to understand the acquisition opportunity.
• Prepare a management presentation that the sellers will present to potential purchasers to describe the business in their own words. These meetings are likely to be interactive and allows for an in-depth Q&A session.

Identify potential purchasers

• Perform a detailed review of the market using our deep industry expertise, research, and discussion with the sellers to identify a focused list of potential purchasers across different buyer groups.
• Agree a shortlist of potential purchasers to target based on the strongest strategic rationale. The key here is to identify those buyers to whom the acquisition would be particularly compelling, for instance, where there is revenue or cost synergy, or where there is a geographic gap.

Prepare the virtual data room

• Collate key transaction documentation to be stored in a secure and cloud-based virtual data room (VDR)².

Step 2: Marketing

Once the preparation phase is complete, we will contact prospective buyers. Each interested party will receive a personal confidential overview of the opportunity from a member of the WY Partners team. Management presentations will then take place between the management team of the sellers and buyers who have been selected to progress to this stage.

The presentation gives the prospective buyer an opportunity to dig deeper as they will meet the individuals at the heart of the business. Thereafter, we work with the sellers to interpret and negotiate indicative offers received and seek to enhance each through the competitive tension of the process. The length of the marketing phase is dependent on the level of interest in the business.

We will:

Make purchaser contact

• Approach the agreed list of potential purchasers providing an anonymous teaser³ document where required. WY Partners brings deep and long held relationships with key decision makers from buyers and investors across the media and technology landscape. The opportunity and its compelling strategic rationale are discussed directly with each company.
• Distribute the appropriate marketing materials once a Non-Disclosure Agreement (NDA) has been signed.
• Engage all interested parties by the terms of the process letter⁴ to set out the bidding and timetable parameters.

Organise meetings

• Co-ordinate correspondence, information requests and meetings with potential purchasers.

Present indicative offers and negotiate heads of terms

• Receive and present all indicative offers to show the relative merits of each one and decide on a purchaser to select as the preferred party.
• Negotiate and agree heads of terms⁵ with the preferred party and enter into a period of exclusivity.

Step 3: Execution

The final stage of the process where, typically, a single party will be selected to progress into exclusivity. Buyers will conduct detailed due diligence on the business, which will include an investigation of the business’ financial, legal and operational history, as well as the market opportunity.

The diligence phase is thorough and will often involve the buyer using their own professional advisors such as accountants, management consultants, technical experts and lawyers.

We will manage the diligence process, using the VDR to feed information to the buyer’s advisors and hold calls to ensure that all questions are answered efficiently. Following due diligence, the buyer and seller will agree on final terms in the Sale or Share Purchase Agreement (SPA) prior to closing.

We will:

Assist with due diligence

• Co-ordinate and manage due diligence⁶ providers which can include financial, tax, commercial, legal, HR and technology.
• Provide access to information through the VDR and arrange meetings with the different diligence providers.

Negotiate the Sale or Share Purchase Agreement (‘SPA’)

• Work alongside the legal advisors to negotiate on the key value drivers and terminology within the Sale or Share Purchase Agreement (SPA)⁷ alongside further ancillary documents. These documents are legally binding.

Close the deal

• Actively manage the process right through to completion to ensure the deal closes successfully.
• Close and announce transaction.