终极交易团队清单

Introduction This handbook does not focus on markets, valuation,advisers, financing, or negotiation. Instead, it providesa series of checklists and practical insights designedto make sell-side M&A deal preparation and executiona smoother, faster, and value-enhancing part of thetransaction outcome. A sale process is a complex, dynamic, and emotionaljourney for all stakeholders. The deal structure you beginpreparing for may not be the one you ultimately finalize. Company preparedness plays a major role, anddifferent types of purchasers often have differentpriorities, which adds further complexity to theprocess. There are also the well-known challengesof financing, deal structuring, and valuationexpectations on both the buy-side and sell-side. While the guide approaches M&A project managementbest practice from the sell-side perspective, buy-sidepractitioners may also benefit from understanding thetarget’s process in order to support post-acquisitionintegration and growth. All while continuing to run the business as usual. Pre-deal execution:Should we sell?1 Understanding and agreeing the reason for the transaction will help guide you at times ofdifficult decisions. Further clarity of decision making can be achieved by setting out what youwant to achieve – and, importantly, establishing your non-negotiables. Achive clarity Defining the motivationsand objectives of keydecision makers providesa clear framework toguide your transactiondecisions. WHAT are your transaction goals?Be clear on the reason for the transaction WHICH transaction is best? Set out the non-negotiablesFounders/major shareholders/seniormanagement need to decide what they wantto achieve from the transaction and rolesgoing forward (if any) Establishing your transaction goals willhelp determine the appropriate structuresfor the transaction, like:Geographic expansionNew product/service expansionRaising new capital (equity or debt)Sale of minorityFull exitBring in sector/financial expertise to helpwith goals and structures WHY should someone buy the company? HOW do you determine what the companyis worth? Establish the reasons why someone would wantto buy your companyDo a deep review of your financial, operational,and competitive healthUnderstand historical and forecast performanceDocument culture and establish why it isimportant to your business successIdentify shortfalls and put in place or show plansto address them (the deal itself could be thesolution to a problem) Precedent transactionsValuation methodologiesSector specific KPIs Choose two:Fast, good, or cheap WHEN is the best time for the transaction? Consider the right time for shareholders andfor the business:Identify necessary preparation milestonesEvaluate whether changes to seniormanagement or adding new personnelare necessaryReview the dynamics of your sector andthe implications for market interest in yourbusiness Good preparation at lowercost will take time. Speedadds risk to the executionprocess. To counter thisrisk, add cost (advisers,team upgrades, IT, etc).The balance of theseparameters will define howrapidly you can prepare. Deal execution:Where to begin?2 Making and communicating the decisionWell-prepared internal and external communications will help to manage stakeholder Who gets to be CEO? concerns and head off potential impacts on your business. While a sale process is usuallyconfidential, leaks are likely, so be prepared for effective stakeholder management. It’s not uncommonfor mergers of near-equals to fail even afterannouncement when theparties can not agree onwho will remain as CEO ofthe combined group.This is where havingclarity on your non-negotiables and personalgoals will be helpful. WHAT concerns need to be addressed?Big exit event for shareholders and senior WHO are the key transaction stakeholdersduring execution? management could result in risk of “themand us” mentalitySynergies = job cuts?Culture clash whether at the business levelor negotiating principalsTwo management teams – who “wins”? BoardShareholdersManagementKey departmentsKey suppliers and customers Structuring the execution processA well-run execution process can be value-enhancing. By minimizing delays, inaccuracies, and misunderstandings, your company’s story, financials, and values have the bestopportunity to shine. Communicate carefully Transactions can pauseor fail for many reasons.Although the transactionmay be a preferredoutcome, be cautious inover-promising outcomesboth internallyand externally. WHO are the typical transaction advisers toappoint? WHAT should be included in the transactiontimetable? Set target datesEstablish key decision pointsBe mindful about management availabilityBe realistic about time and cost of producinggood quality documentation Advisers: financial, legal, accounting, tax,insurance, HR, cross-border, PRSpecialist service providers: data room, vendordue diligence reports, forensics,cyber securityDon’t forget shareholders may need their