Watermark offers the following services to business owners who desire to sell their ownership stake in their company:
Seminar for Sellers and Capital Raising
The Seminar for Sellers and Capital Raising is a fast paced and comprehensive seminar for participants who want to master the processes of either raising equity capital to grow, or selling ownership in their company. Surprisingly, the preparation processes for these two are almost identical. This is an interactive and engaging half-day class. It teaches proven best practices that help sellers achieve the highest ROI on their transaction. Participants will learn:
- The 8 most important areas to strengthen in your company prior to your transaction
- Attributes among your leadership and teams that are most attractive to investors
- Which attributes most often hinder your deal from closing despite rising revenues and profitability
- The most common discounts placed on your purchase price when negotiating your valuation
- The best timing to launch your transaction
- Ways sophisticated investors/buyers gain leverage over you in negotiations
- The greatest challenges once you are exclusive with an investor/buyer
- The top reasons why companies are not ready for a transaction
Preparation Readiness Report
No matter who the buyer or investor is, they will be making their decision about buying or investing based on eight key areas. A business owner needs to have his or her company excel in each of the eight areas in order to have a successful outcome in selling the company or raising equity capital. Watermark evaluates the prospective seller’s company in each of these eight areas and provides the resulting report to the company to help it realize how prepared the company is to sell today.
The most successful M&A exits are rooted in an extensive prospective buyer list. Often this means between 50-100 potential buyers that are identified and that, logically, would be willing to pay a premium to own the company that is for sale. There are occasions where that number could be greater than 100. We believe that the earlier the seller identifies and vets a buyer list, the sooner they can observe these buyers, their strategies, performance and reputations. That means once the seller launches their transaction, they will have perfected and prioritized their list.
Few private companies have and maintain 5-year projections. Most use a 1-year budget for planning purposes. This however is problematic with regards to a M&A process, because one’s valuation needs to be influenced by a well-thought-out 5-year forecast. Often this forecast will enhance the valuation. Also, when buyers hear the story behind the seller’s vision and plans over the next five years, this creates a sense of excitement among buyers. Prior to the transaction, we help clients develop these 5-year projections, which becomes a key asset throughout the negotiations.
Senior Team Preparedness
A fundamental question all clients ask is, “Who on my team should be made aware of my plans to sell the company?” This question warrants planning and thought. How the seller answers this question can influence the success of their ownership exit. We work with clients in tackling this challenging issue and all of its ramifications.
Many owners who are contemplating an exit have never received a professional valuation on their company. Some say it is not important to do so. We challenge that perspective, because we know through experience and data analysis that many sellers miss the mark with regards to their market valuation range, and as a result, they leave quite a bit of money on the table in the sale process. Valuation is an excellent tool to drive the decision on timing. When some clients learn their market valuation range, they decide to work on their business longer to get it into a range they are willing to exit.
Virtual data rooms (VDR) are holders of information about the seller that the buyer wants to know in order to evaluate the company. They are time consuming to populate. Going through the exercise prior to entering the market can cause the seller to identify holes that need to be filled. Watermark prepares VDRs for clients prior to the transaction and assesses how complete the seller’s documentation is while there is still time to close those gaps.
This document becomes the primary piece of information for the first one-third of the transaction process. It must be precise and 100% accurate. It also needs to tell the story of the seller’s past and present in such a way that motivates the buyer community to want to invest time and energy to explore a transaction to buy the company. We offer the option to prepare OMs earlier in the process. This enables us to fine tune the contents of the company’s story and maximize its effectiveness.
Seller Transaction Advisory Services
As your advisor we will:
- Advise on the best option among four sale processes to proceed with for a sale
- Prepare a Confidential Memorandum for distribution and presentation to potential acquirers
- Develop and maintain a list of potential acquirers, and contact and provide information to pre-approved parties from that list
- Advise as to strategy and tactics for negotiating with potential acquirers
- Advise and assist with respect to the form and structure of the transaction
- Assist in negotiating and preparing a letter of intent and/or purchase agreement
- Assist in compiling and organizing information required by potential acquirers as part of due diligence
- Exert best efforts according to industry and professional standards in performing our services
Typically, the seller has spent a lifetime building their company into what it is today. It is not wise to disregard all the stories out there about buyers coming in and wrecking the target company in months, as a result of which the target company loses key team members, clients, and market share. Unfortunately these stories are true. Watermark offers integration continuity services to our sell-side clients so that the seller’s company, people, clients, and hard work are well stewarded under the new ownership. This continuity service will help the seller sleep better at night after the deal is done.
We offer divestiture services to corporations which mirror a sale process (see our seller advisory services above), with the following additional services:
- Organizational planning to maximize likelihood of the division’s success on a stand-alone basis
- Retention planning for employees
- Communications planning for all relevant parties
- Transaction structuring (Section 338(h)(10) election, spin-off, asset or stock transaction)
- Disentanglement planning to separate functions between the parent and unit to be divested