Sell-Side Advisory
FLB Partners has extensive experience in more than 100 transactions and provides advice and support throughout the entire sale process — from preparation through to transfer of ownership to the buyer.
Our Sell-Side Advisory Services
- Preparing the company for sale.
- Indicative valuation and price expectations.
- Positioning and preparing information memoranda and marketing materials.
- Identifying relevant buyer categories and potential buyers.
- Engaging with buyers and negotiating commercial terms.
- Evaluating indicative bids.
- Supporting the due diligence process.
- Final negotiations, signing and closing.
- Company analysis: Analyzing the financial and operational position, identifying strengths and areas for improvement.
- Positioning: Analyzing value drivers and what is attractive to potential buyers.
- Business plan: Developing a solid business plan with budgets, forecasts and concrete initiatives.
- Governance and compliance: Ensuring the company’s accounting, contracts and formalities are in good order.
- Improvement measures: Implementing improvements based on identified risks and weaknesses.
The Preparation Phase
The preparation phase is critical to ensuring that the company is ready for sale and that the sale process is executed in the best possible way. During this stage, the company’s strengths and weaknesses are assessed, and necessary measures are taken to maximize its value in the transaction.
Indicative Valuation and Price Expectations
An indicative valuation provides the seller with an estimate of the company’s potential value in a sales process. This typically includes analysis of historical performance, market potential and comparisons with similar companies, in order to provide a realistic view of the valuation the seller can expect in a sale.
- Discounted Cash Flow (DCF) valuation
- Multiples valuation
- Net Asset Valuation (NAV)
- Buyer screening: Identifying relevant buyer categories and potential buyers based on strategic fit and financial capacity.
- Teaser and Information Memorandum (IM): Preparing information materials describing the business, financial position and growth opportunities.
- Buyer contacts: Initiating discussions with selected potential buyers.
Marketing and Contact Phase
Once the company is ready for sale, the marketing and contact phase begins, during which potential buyers are approached. It is often advisable to contact several buyers to create competition and optimize deal terms.
Evaluation of Indicative Bids
After contacting potential buyers and holding initial meetings, the seller may receive one or more indicative bids to evaluate. An indicative bid outlines the basic terms of the deal, where factors beyond valuation must also be considered — including purchase price structure, reinvestment requirements and ongoing commitments.
- Purchase price and structure: Beyond valuation, the purchase price structure must also be evaluated. Earn-outs are common, where part of the price is paid at closing and the remainder is contingent on meeting pre-agreed performance targets, such as budgets or forecasts.
- Letter of Intent (LOI): Once the parties agree on key terms, they often sign an LOI outlining the main terms and obligations before due diligence and final agreements.
- Exclusivity: in some cases, the parties agree on exclusivity for a defined period, giving the buyer the opportunity to conduct due diligence without competition from other bidders.
- Financial review: Review of the company’s financial statements, balance sheet and cash flow.
- Legal review: Review of agreements, compliance, ongoing disputes and commitments.
- Operational review: Review of operational activities, including efficiency, production processes and supply chains.
- Additional reviews: Depending on the industry and size of the transaction, buyers may also review areas such as commercial, IT/technology, CSR and security.
Due Diligence
During due diligence, the buyer conducts a detailed examination of the company to verify the information provided during the sale process. This is a critical and often time-consuming phase, where the buyer gains access to detailed information. Buyers typically engage external advisors, such as financial, legal and tax specialists, to support the review. After due diligence, final negotiations take place between buyer and seller, based on the findings.
Final Negotiations, Signing and Closing
After due diligence, the process moves to final negotiations, where the remaining details are agreed. The contracts are then signed, and ownership formally transfers from seller to buyer.
- Signing final agreements: Final agreements are signed along with all necessary documents.
- Closing: Ownership formally transfers from seller to buyer. In some cases, signing and closing occur simultaneously, while in others they are separate, depending on the purchase price structure or any seller commitments that must be fulfilled before closing.
