GuideAdvisers

How an M&A adviser creates value

How an M&A adviser can earn their fee by finding the right buyers, making the case for your company's value and choosing when to sell.

Bogdan CimpeanPartner 3 min read

In short

  • Competition between buyers is the most reliable way to improve price and terms.
  • Preparation gives buyers evidence of what the business can earn and why it is worth paying for.
  • Choosing when to sell and negotiating the terms behind the price help protect what you actually receive.

More of the right buyers

Buyers value the same company differently. Each sees different synergies and risks and has different plans for it. The highest offer may come from an unexpected buyer. Research on private-company sales has found that sellers who hire an adviser tend to achieve higher prices.

Running conversations with many buyers at once is hard to do alone. Each one asks its own questions, wants meetings and data, and moves at its own pace, while the business still has to be run. An adviser prepares once and manages all of them in parallel, so that offers arrive at the same time and can be compared.

Making the case for your company's value

Give buyers evidence of what the company can achieve. Present a credible plan, normalised earnings that exclude one-off costs, and an explanation of how recent investments can support the valuation.

Identify risks early

Every company has weak points. Raising them early, with an explanation and a solution, reduces the risk of a price cut. A buyer who discovers them after you grant exclusivity can use them to renegotiate. An adviser identifies issues early and decides how and when to present them.

When to sell

Selling after a temporary drop in profits or when interest in your sector is weak can cost more than you can recover in negotiations. It may make sense to wait, finish an investment or sign a contract first, then approach buyers when the results support your valuation.

Price and terms

The terms behind the price affect what you actually receive. Agree how to measure net debt and working capital, what the buyer pays at closing, what is deferred or tied to future results, and which warranties you give. An experienced adviser helps you negotiate those terms.

Time to run your business

A sale can take as much time as a second full-time job. If performance slips, buyers may lower their offers. An adviser can manage buyer discussions, the data room and negotiations while you keep the business performing until ownership changes.

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