This play is designed to help teams build a go-to-market plan and gather / organize necessary materials.
In general, marketing strategies can vary from having a narrow, targeted approach where only a select group of pre-qualified buyers are contacted in order to minimize the chances of the sale from becoming known and to protect sensitive information to having a broad auction-style process with multiple rounds of bidding aimed at maximising the sale price.
Once deal guidelines, valuation, exit strategy, initial Day 1 Vision / Blueprint, and non-negotiables have been reviewed, it’s important to engage with investment bankers (or similar – such as an M&A boutique) to identify the right marketing and sales approach.
Investment bankers typically market the potential sale based on deal parameters identified as part of the planning stage. However, additional modifications may be made based on industry dynamics and competitor activities; the investment bankers may make additional adjustments.
An initial list of potential buyers can be identified prior to meeting with an Investment Bank or other advisor through using a variety of tools (e.g., PitchBook, CrunchBase, MarketIQ, in addition to general web research).
Executive sponsor, separation manager and deal team
Meeting Agenda, Whiteboard, Strategy Documents
Spend one day or more to prepare materials for a two hour play.
Once the marketing approach has been agreed, investment bankers will typically draft an executive summary, also known as a “one-pager” or “teaser”, providing a high-level overview of the potential deal.
Often, the sales/marketing materials (without the name of the company and business unit being sold) will be distributed prior to signing a non-disclosure agreement to gauge industry and size / fit.
Once a buyer expresses interest, a non-disclosure agreement (NDA) is sent for buyers to sign and begin investing resources for further opportunity investigation.
Once a signed non-disclosure agreement has been received, investment bankers will typically send a more detailed, fact-based document that provides specifics related to the sale – this being the confidential information memorandum (CIM).
All specifics within the CIM will need to be fact-checked by various members of the deal team, including key management and advisors.
Once reviewed, buyers will typically make non-binding indicative offers with little to no additional information – likely via a high-level term sheet.
The banker prepares the CIM and uses it as a marketing document, which is intended to make the company look attractive as the objective is “not just to sell, but to sell for maximum value.” The reason an investment banker tries to sell a company at the maximum value is that their mandate is to represent the best interest of their client (the seller) and that their commission is based on the sale price.
The CIM will typically detail the following:
An Executive Summary is a 1-2-page summary for the entire CIM.
It should contain at least the following: