A few gray hairs ago, I worked in the Capital Markets Group at Raymond James. For almost 10 years, I helped numerous companies raise capital through initial public offerings and follow-on financings involving both debt and equity.

I changed gears in the mid-90s when I became the CFO of a micro-brewery chain headquartered in Chattanooga. Although moving into the restaurant sphere was a shift for me, my experience in the financial industry served me well as I navigated the ins and outs of growing what became a $90 million company. In spite of my capital markets experience – or perhaps, because of it – I always hired an advisor when the company was positioned to make an acquisition.

Welcome to Phase III of the selling process: the closing – a.k.a., the fun part. You’ve done your research, identified your targets and just maybe met your match. You’re almost ready to say, “I do.” But first, let’s backtrack. (We know, the suspense is killing you.)

After you’ve (1) narrowed down your potential buyers; (2) received preliminary “indications of interest,” or IOIs; and (3) conducted company visits, you’ll ask for term sheets from the buyers who are still in the running.

So, you’ve been introduced to the development phase of selling your company. We now bring you Part II of our mini-series: the marketing phase. At this point in the process, you should know your company like the back of your hand, and your Confidential Information Memorandum should be complete. It’s time to go to market and meet your future match. Let the games begin!

Not to say this is a game – we’re referring to the back-and-forth that occurs as you search for and ultimately select your buyer. To fall back on our tried-and-true analogy – it’s like dating. Remember those notes you used to pass to the cute kid in class? Something along the lines of: “Do you like me? Check yes or no.” Well, things haven’t changed much since elementary school.

So, you’re ready to sell your company – and if you did your homework, you don’t have any prior engagements holding you back. Where do you start?

Back in May, we introduced you to the three phases of selling your company: development, marketing and closing. Given that it was the height of wedding season, a marriage analogy seemed appropriate. We’ve decided to take that comparison and run with it: Our next few posts will devote an in-depth discussion to each phase. For purposes of this mini-series, feel free to think of us as your FourBridges Relationship Advisors. (If this goes well, we’ll consider adding “Bridge to Marriage” to our list of services.)

In a previous post, we likened the process of selling a company to courtship. When things go well, the parties in question unite in marriage – the company sells, the deal closes.

But those of us who have made an appearance on the dating scene – or have yet to escape it — know that things don’t always go well. One minute, you’re on the fast-track to wedded bliss; the next, you’re tearing up photographs and listening to “One is the Loneliest Number” on repeat. (Maybe that’s just us.)

In Shakespeare’s Henry VI trilogy, Dick the Butcher proclaimed "The first thing we do, let's kill all the lawyers" (depicted above seizing the Clerk of Chatham),

….but the professionals at FourBridges disagree with Dick, particularly when it comes to eliminating experienced M&A attorneys (at least the ones who agree with our clients).

We cornered former FourBridges client Jeff Johnson to see if he had anything good to say about working with us...

Recently, FourBridges co-hosted a panel discussion with private equity fund River Associates and law firm Miller & Martin discussing options for business owners to partner with private equity.

With the CIM in our back pocket, it’s time to take the owner out on the town for the “dating” phase. We first present an anonymous snapshot of our client, known as a “Teaser,” to interested suitors. Those that demonstrate serious interest and execute a Confidentiality Agreement will receive the Confidential Information Memorandum, which reveals the company’s identity and details about its history, operations, management, financials, etc (buyers still don’t get to meet our client, though).

Soon we will ask buyers to get more serious and submit an Indication of Interest (IOI). This is non-binding, non-exclusive and includes price, deal structure, and a few key terms. We select the top candidates and finally allow the buyers and seller to “mingle” during management visits. The relationship eventually becomes exclusive when the seller selects “the one” and we negotiate a Letter of Intent, which when signed is like the “engagement.”

With closing (“the marriage”) as the final step, other parties such as attorneys and accountants get involved to facilitate due diligence and ensure everything is in order. If all goes to plan, the transaction closes and the celebration begins. There is a Motown band, a cake, champagne, dancing, and the occasional inappropriate toast. Okay, we made up some of that; but we have seen inappropriate toasts before. And dancing. And champagne. And cake. Okay, they really are pretty similar…