Exit Strategy & Disposals

The sales process

So once you have committed to the notion of marketing your company for sale, what can you expect to happen?  Whilst every company sale is unique, once the Information Memorandum has been drafted and circulated, typically the process will proceed as follows:

When will I meet buyers?

Meetings with buyers will only happen once your JDC adviser has completed a thorough and rigorous vetting procedure.  Each potential buyer will be researched in depth, ensuring details relating to the historic and current financial position have been verified, and how the funds for an acquisition will be sourced.  The buyer will also be assessed from an integration perspective, ensuring they possess the ethos and ethics which you desire for your employees and clients.  Only when JDC are confident that the party meets the profile discussed at the outset will meetings be arranged. Confidentiality is still critical throughout, so JDC will manage this process, minimising the chances of stakeholders becoming aware of your intentions.  JDC will prepare you for your meetings, including ‘dry runs’ if required, endeavouring to position you to be able to deliver a positive and professional impression.  JDC will attend and chair meetings, setting a prior agenda to keep parties focused.

Assuming the buyer is interested are you able to help us negotiate the deal?

Absolutely – our team have acted as lead advisers on over 200 successfully completed sale and purchase transactions, with a great track record in negotiating the best possible deal for our clients.  This is one of the key areas where we believe we add tangible value.

Once the deal is negotiated, how do we make sure that everyone sticks to the agreed terms?

We will prepare detailed heads of terms (HOTs) which clearly record the agreed terms of the transaction in order to reduce unforeseen ‘misunderstandings’ as the transaction progresses and to reduce delays in the preparation of sale and purchase agreements.  Included within the HOTs will be an exclusivity period clause, ensuring the buyer is incentivised to conclude the deal as quickly as possible.  We ensure buyers remain focused by understanding you always have other options, so that you, and not the buyer, remain in control.  We also make sure that you have planned the optimum tax structure at the earliest possible opportunity. 

Who manages the deal process?

As lead advisers, deal management is one of our core services.  We work hard to minimise delays, reduce disruption to the business, maintain confidentiality and co-ordinate the expectations of all parties (and their advisers).  This requires experience, attention to detail, a sense of the action and a cool head – attributes that can only be developed over time and with experience.

What does the deal documentation look like, and who produces it?

The lawyers will take the lead but our closeness to the key financial aspects of all deal related documentation and our ability to work closely with your legal team will provide additional comfort to you.  We are very good at translating legal documents into plain English to ensure that our clients can see the ‘wood from the trees’. 

We have never sold a business before. Are you right for us?

Yes.  We act for both ‘serial entrepreneurs’ and for sellers who are in unfamiliar territory.  We understand that for many the sale will be the culmination of a lifetime’s work.  The chemistry of client/adviser is important and initial meetings usually provide a clear indication of ‘fit’ one way or the other.


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