Preparation and readiness review
Before anything goes to market the advisor reviews how sale-ready the company is: quality of financial reporting, clarity of the revenue base, customer concentration, contract assignability, cap table cleanliness, outstanding legal matters, and any dependency on the founder personally.
Problems found here are cheaper to fix before a process than during diligence, where they become price reductions. This phase often includes a vendor-side review of financials so that surprises surface internally first.
Valuation and positioning
The advisor develops a value range using comparable transactions, trading comparables where relevant, and buyer-specific logic such as cost synergies or market access.
Positioning follows from that. The same company can be presented as a profitable niche leader, a platform for consolidation or a technology acquisition, and the right framing depends on which buyer group is most likely to pay. This choice shapes the whole process.
Buyer identification and outreach
The advisor builds the buyer universe: direct strategics, adjacent strategics, private equity platforms, portfolio companies for bolt-on acquisitions, and international buyers.
Each name should have a rationale. Outreach usually begins with a short anonymous teaser, then an NDA, then the information memorandum for parties that engage. The sequencing protects confidentiality while giving serious buyers enough to form a view.
Marketing materials
Core documents are the teaser, the information memorandum and the management presentation, supported by a financial model and a structured data room.
The memorandum is the main sales document: business description, market, customers, financial history, forecast and the investment case. Quality varies widely and it affects both the number of first-round bids and their level.
Managing bids and competitive tension
After first-round indicative offers the advisor evaluates each on price, structure, deliverability, financing certainty, conditions and timetable, then advises on which parties proceed to the next phase.
Maintaining tension is the central skill. Once a process narrows to one buyer, leverage shifts. Advisors manage the timetable, information release and communication to keep credible alternatives alive for as long as possible.
Due diligence coordination
Buyers run financial, commercial, legal, tax, technology and sometimes environmental or regulatory diligence. Each has its own team and question list.
The advisor coordinates the data room, controls access rights, tracks questions, manages timing, and protects management from spending every day answering requests. They also flag findings likely to be used for repricing and prepare a response before the buyer raises it.
Negotiation and documentation
Commercial negotiation covers price, structure, earn-out mechanics, rollover equity, warranties and indemnities in commercial terms, escrow, working capital adjustment and the completion timetable.
Lawyers draft the share purchase agreement. The advisor negotiates the commercial substance behind it and manages the interaction between legal, tax and financial workstreams so that the negotiation does not stall on parallel tracks.
Closing and afterwards
Closing involves conditions precedent, regulatory clearances where applicable, completion mechanics and the funds flow. The advisor coordinates the parties through it.
After closing, the involvement usually ends, though some advisors support the earn-out period or transition planning if that is in the mandate. Post-transaction integration, employee communication and reporting are typically handled internally or by separate specialists.