An Investment Bank with 20+ Years of Delivering Value for Our Clients

We kick off the project by learning all we can about your company. The information we collect is used throughout the process, especially in Phases II and V. In addition to reviewing financial, marketing and legal documents, we have in depth, on-site-meetings with you and the senior members of your team, and tour facilities as appropriate. We also sharpen our analysis of the value of your company.

Using the information gathered in Due Diligence, we prepare the key documents we use to market your company. These typically include:

• An executive summary (also known as a “teaser”), which does not reveal the identity of your firm 
• A selling document, known as a Confidential Information Memorandum (CIM), which is only distributed after a potential buyer signs a non-disclosure agreement (NDA)
• A management presentation, for finalists in the bidding process

During this phase, buyers will also engage an accounting firm to conduct a Quality of Earnings (Q of E) review, which validates the company’s revenue and earnings. Westbury strongly recommends undertaking this review, because in Phase V, buyers will engage their own accounting advisor to conduct their own Q of E, which they could use to argue for a lower valuation.

We send out the teaser to potential buyers, all of which you approve in advance. If the buyer is interested, they sign the NDA, and we provide the CIM. Westbury generally handles all the interactions with buyers during this phase, which lets you focus on keeping your business running smoothly. At the end of this phase we ask buyers for an “Indication of Interest”, which is a non-binding bid which we use to identify potential finalists, typically four to eight.

During this phase, you meet the finalists for the first time, when they visit your facility for management meetings. We provide additional information on the company to the finalists so that they can prepare formal (though still non-binding) Letters of Intent (LOI). We negotiate with each bidder, encouraging them to improve both the financial consideration, structure and other terms of the deal. At the end of this phase, you select which buyer to move forward with. In addition to the above factors, your “chemistry” with the buyer should be a critical factor in your consideration. Once the framework of the deal is agreed upon, both parties sign the LOI, which your transaction attorney will help prepare and negotiate.

In this fifth phase, the control of the process passes to the buyer. They conduct very detailed due diligence, usually far more extensive than we have undertaken in Phase I, comprising hundreds of information requests on all aspects of your business. Though the information comes from you, Westbury coordinates the collection and distribution of the material. At this time, the buyer’s accountants will conduct their Q of E analysis. During this phase, your attorneys and the buyer’s attorney’s will negotiate the definitive purchase agreements, with our assistance. You of course have the final say on the deal points. This is the stage at which, if negotiated in Phase IV, the buyer will obtain “representation and warranty insurance” which allows you, the seller, to put a lower amount in escrow and keep more cash at closing.

With all the work done in advance, one might think that the last phase, the closing, would be simple. However, in the last few days of the process, the buyer and seller are almost always wrestling over several deal points, and due diligence often continues right until closing. Westbury works with you during this critical time to make sure your interests are protected, but at the same time, keep emotions to a minimum to get a good deal across the finish line.