Services / Sell-side advisory
A managed, confidential sale process for owners of established private companies, run by one partner from valuation through to Closing.
Sell-side advisory
A managed, confidential sale process that reaches the buyers most likely to pay for what makes your company valuable, and holds the price from the letter of intent through to Closing.
A sale process is a sequence of decisions, and most of the value is decided early. Before we contact a single buyer we settle the earnings basis, the working capital position, the treatment of owner compensation and one time items, and the range of value the evidence supports. Buyers will do this analysis whether or not you have, and a seller who has done it first negotiates from a stronger position.
That preparation also tells you whether to sell now. If the range of value the evidence supports is below what you need, you hear it in the first meeting, along with what would have to change and how long it would take.
The confidential information memorandum we prepare is written to withstand diligence. Every figure in it reconciles to the financial statements and every claim about the business can be supported. That is what allows a buyer to move quickly and what prevents the price from eroding after the letter of intent is signed.
Buyers see a blind teaser first. The company is named only after a non-disclosure agreement is executed and the buyer has been qualified on capital, fit and intent.
Buyers come from three places: the registered acquirers in our database who have already told us what they are looking for, a researched list of strategic and financial buyers built for the specific mandate, and where appropriate, a controlled listing on an established platform. We do not broadcast.
Competition between qualified buyers is what sets the price. A single buyer negotiating alone sets it by their own view of value, which is rarely the highest one available.
The headline price is one term among several. Share or asset sale, the working capital peg, escrow and holdbacks, vendor take back financing and earnouts all move what the seller actually receives. We model each offer on the same basis so that you compare proceeds after tax and after the structure, working with your accountant on items such as the lifetime capital gains exemption, which shelters up to $1.25 million of gain on qualifying small business corporation shares.
After the letter of intent, our work is to keep the agreed price intact through diligence and the purchase agreement, alongside your counsel, until Closing.
Common questions
A well-run sale of a private company takes six to nine months from engagement to Closing. Preparation and valuation come first, then a confidential approach to qualified buyers, then the letter of intent, due diligence and Closing.
No company is identified to a buyer until a non-disclosure agreement is in place and the buyer has been qualified. Employees, customers and suppliers learn of a transaction when the owner decides they should, which in most engagements is after Closing.
Most sellers of a Canadian private corporation prefer a share sale for tax reasons, and many buyers prefer assets to limit inherited liabilities. The answer depends on the company, and the difference in after tax proceeds is usually worth settling with your accountant before going to market.
Nothing. The first meeting is a candid assessment of readiness and value. If the business is not ready, you hear that in the first meeting rather than months into a process.
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A partner will respond within one business day. Nothing you share is disclosed to anyone.
BuySell Consortium, 18 King St. E, Suite 1400, Toronto, ON M5C 1C4. Your details are used only to respond to this request.
