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Baker Tilly Canada Corporate Finance

Process


Unlocking value

Our first step is to fully understand the potential value of your business. We perform a full valuation and due diligence as if we are buying your company. We want to find the bumps, bruises and scars that every business has to prepare for when we represent you to potential purchasers. We walk you through our analysis and valuation with the intention of determining an appropriate price expectation. We want to be on the same page and then go to market to achieve the highest price and best terms possible.


Targeting the buyer


Choosing the right strategy to reach the right buyer is vital. Our team works with you to decide which marketing strategy (targeted, limited scope or auction) will best serve your needs. We then do extensive research to build a target roster comprising a tailored combination of high potential individuals, family offices, private equity groups and/or strategic purchasers. Once interested buyers step forward, we evaluate their letters of intent and assist you in making the right decision.


Completing the deal

Structuring and negotiating the best deal is perhaps the most important step. We manage the flow of information throughout due diligence and are disciplined and rigorous in our pursuit of a successful outcome, negotiating hard and closely scrutinizing every line item in the fine print on your behalf.


Get the details

This is a condensed version of the detailed process we follow for every project we work on. The process varies depending on whether we are working on a sell-side advisory engagement or a buy-side advisory engagement. Both require similar skills sets and expertise, but a subtle shift in perspective. The full process takes an average of six to nine months to complete.

Sell-side advisory process

When executing a sell-side advisory mandate, we use the following step-by-step process:

  • Internal due diligence & valuation: We prepare confidentiality agreements (CAs) for prospective buyers, determine our client’s objectives for the sale and come up with an appropriate sales strategy based on those objectives. We then collect all required financial, operational and legal information, prepare our valuation of the business, and assist with assembling an exit advisory team.
  • Marketing: We then develop a potential purchaser roster and execute CAs, prepare and distribute a teaser and confidential information memorandum (CIM), create a virtual data room and work with management to present the company to buyers.
  • Letter of intent (LOI) & due diligence (DD): Next we open the data room, conduct site visits, field DD questions and collect LOIs from interested buyers. At this stage, experience has taught us it’s a good strategy to disclose any material issues that will affect the sale up front, rather than have them scuttle the sale further down the road.
  • Negotiation & deal structuring: We then negotiate the terms offered in the LOIs to select the final buyer based on price, fit with the business and other terms or considerations fundamental to the seller. These terms are then negotiated in finer detail as part of the purchase and sale agreement terms.
  • Documentation & closing: Finally, we work with legal counsel to ensure legal documents are executed, the transaction closes and then we host a well-deserved closing celebration.

Buy-side advisory process

When executing a buy-side advisory mandate, we use the following step-by-step process:

  • Target research: First we determine the buyer’s goals and requirements for the acquisition and conduct market research on potential targets. If a buyer has a specific target in mind, we conduct preliminary DD on the target using a variety of research tools.
  • Due diligence & valuation: Next we sign CAs to access data rooms for prospective targets, attend site visits and conduct financial, operational and legal due diligence on those targets.
  • Letter of intent (LOI): We then help our client determine their level of interest and fit with the target, prepare and submit an LOI.
  • Negotiation & deal structuring: LOI terms are then negotiated to achieve agreement on a final acquisition based on price, fit with the business and other terms or considerations fundamental to the buyer. These terms are then negotiated in finer detail as part of the purchase and sale agreement terms. We will also assist with determining an appropriate capital structure and sourcing/negotiating required financing.
  • Documentation & closing: Finally, we work with legal counsel to ensure legal documents are executed, the transaction closes and then we host a well-deserved closing celebration.