MM M&A 002: In the Market - The Next Three Phases of Selling Your Company

Middle Market Mergers and Acquisitions by Colonnade Advisors

In this second episode of the Middle Market Mergers & Acquisitions podcast, Gina Cocking and Jeff Guylay continue their discussion of the four phases of selling your company.

The process of selling your company can be neatly categorized into four phases, taking place roughly over a period of 16 weeks.

The four phases are:1) Pre-Marketing2) Go to Market3) Management Presentations / Buyer Due Diligence, and4) Exclusivity / Documentation.

In Episode 001, Gina and Jeff focused on the Pre-Marketing phase.

In Episode 002, the focus is now on the subsequent phases, two through four, from Go to Market to Exclusivity/Documentation, when the deal (sales process) is finalized and the company is sold.

We again invite the president of Stonemark, Elizabeth Davies, to provide her perspective on the process, including communication with employees as well as successfully running the business while the company is up for sale.

Two key points from the first two Episodes of the Middle-Market Mergers & Acquisitions Podcast:

1. A disciplined process delivers the best outcome in terms of price and terms.
2. Time is the enemy. The longer the deal takes, the higher the risk that it goes sideways.

We invite you to download our 16-week sales process timeline to see how Colonnade Advisors typically approaches the process of selling a company.

Takeaways from Gina and Jeff in this Episode:

• Gina Cocking and Jeff Guylay describe phase two of selling a company: Go To Market (03:07)
• Gina outlines how Colonnade Advisors pre-qualifies potential buyers in the sales process (03:53)
• Jeff discusses the first indicator of buyer interest, the non-disclosure agreement (NDA) (08:05)
• The confidential information memorandum (CIM) follows the NDA (08:32)
• The indication of interest (IOI) culminates phase two (11:13)
• Jeff outlines how an IOI helps select who’s really serious about proceeding (14:38)
• Gina defines the electronic data room and its importance (16:43)
• Gina discusses how allowing buyers to conduct increased diligence upfront typically leads to more informed and better bids later on (17:26)
• The importance of the social aspect of the sale process and the vetting of both buyer and seller (18:26)
• Jeff elaborates on how phase three is a two way interview between buyer and seller (19:33)
• The end of phase three culminates in a process letter asking for final bids or letters of intent (LOI) (20:54)
• Jeff details the usefulness of an LOI and the power shift towards the end of the sale process (21:23)
• Gina defines the post-LOI exclusivity and confirmatory due diligence phase (23:38)
• Jeff on phase four and simultaneous close and funding vs delayed closing and funding (25:35)

Takeaways from Elizabeth Davies In this Episode:

• Elizabeth Davies emphasizes the importance of not disclosing details of the deal to company employees until the deal closes. Selling your company can create uncertainty for your employees (30:02)
• Elizabeth shares how much can be learned about one’s self and others during the process of selling your company (31:25)
• Elizabeth describes the concern Stonemark had for the employees during the sales process. Employees are critical to the business (32:03)
• Elizabeth shares her surprise on the buyer’s focus on cybersecurity during the sales process (33:09)
• Elizabeth provides advice to other CEOs thinking about selling their company: “Focus on the business” (33:50)

About Gina Cocking

Gina Cocking serves as the Chief Executive Officer of Colonnade Advisors. She returned to Colonnade as a Managing Director in 2014. Gina began her career in investment banking at Kidder Peabody, was an analyst at Madison Dearborn Partners and an associate at J.P. Morgan & Co. She was a Vice President at Colonnade Advisors from 1999 to 2003. She left Colonnade to gain operating experience as the Chief Financial Officer of Cobalt Finance, a specialty finance company. She went on to become the Chief Financial Officer of Healthcare Laundry Systems, a private-equity backed company for which she oversaw the successful sale to a strategic acquirer. Gina served as the Line of Business CFO – Consumer Banking and Lending at Discover Financial Services. Gina serves on the Board of Directors of CIB Marine Bancshares, Inc., a bank holding company based in Waukesha, Wisconsin, that operates banking offices in Illinois, Indiana, and Wisconsin. Gina received her BA in Economics and an MBA from the University of Chicago. Additionally, Gina holds the Series 24, 28, 79 and 99 securities licenses.

About Jeff Guylay

Jeff Guylay is a Managing Director of Colonnade Advisors. Prior to joining Colonnade in 2000, Jeff was an investment banker at J.P. Morgan in the firm’s Mergers & Acquisitions and Fixed Income Capital Markets groups in New York. He also spent several years in J.P. Morgan’s Chicago office. Jeff has over 20 years of M&A and investment banking experience and has served as lead execution partner on over 25 M&A and financing transactions at Colonnade. Jeff received an MBA from Northwestern University’s Kellogg Graduate School of Management and a Master of Engineering Management from the University’s McCormick School of Engineering. Jeff received a BA from Dartmouth College and a BE from Dartmouth’s Thayer School of Engineering. Jeff holds the Series 7, 24, 63, and 79 securities licenses. Jeff serves as a director of the non-profit Nurture, an organization dedicated to enhancing the nutrition and wellness of children and families.

About Elizabeth Davies

Elizabeth Davies is the President of Stonemark Inc., a full service insurance premium finance company founded in 1983 and headquartered in Frisco, Texas. Elizabeth brings over 30 years of financial services expertise to Stonemark and oversees all corporate functions, including sales and marketing and Stonemark’s banking relationships. Elizabeth is focused on sales growth and expansion into new markets.

Under Elizabeth’s leadership, Stonemark was acquired in 2018 by H.W. Kaufman Group, a global network of insurance companies.

Website: www.stonemarkinc.com

About the Middle Market Mergers & Acquisitions Podcast

Get the insiders’ take on mergers and acquisitions. M&A investment bankers Gina Cocking and Jeff Guylay of Colonnade Advisors discuss the technical aspects of and tactics used in middle market deals. This podcast offers actionable advice and strategies for selling your company and is aimed at owners of middle market companies in the financial services and business services sectors. Middle market companies are generally valued between $20 million and $500 million.

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Learn more about Colonnade Advisors: https://coladv.com/

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