After our retention by you, we will plan to collaborate with you on the preparation of various presentation materials that properly set forth your business story for the strategic and financial audience that will be seeking to investigate your business as an attractive acquisition candidate. These presentations will vary in detail and scope depending on your comfort level, the possible involvement of any potential industry competitors as suitors and the stage of our process.

The memoranda and presentations we will prepare with you will be subject to your prior written approval. They will seek to positively and honestly present your business and its genuine possibilities to a successor operator.

We believe that great businesses don’t capture great pricing on their own so we will collaborate with you in extensive detail to present your credentials, values and benefits in the strongest genuine manner.

Your information memorandum will not mention any pricing expectations you have and this is consistent with our efforts on your behalf to maximize pricing. In this way we avoid setting any kind of price ceiling. You may know the old adage, that “he who mentions price first, loses!” We will not allude to pricing first.

Naturally, we will discuss with you the makeup of all the buyers we present to you as candidates to buy your company and the reasons we have submitted them for your consideration and approval as qualified buyer candidates.

Please rest assured, we do not ever represent buyers and we have no conflicts between your interests and those of any buyer. No corporate or private equity buyer will ever be sought to be a client of FPS.

That noted, you will have the right to exclude from our proposed listing any proposed suitors you wish. You may do that for any reason and you may also stage the timing of our approaches to any particular parties which may cause you some hesitancy.

Generally, prior to sharing memoranda or presentations, we would conduct an intensive calling effort to evaluate and confirm possible strategic and financial buyer interest amongst all our suitor candidates. Once again, you will have expressly preapproved our reaching out to all candidate buyers on a confidential basis.

It is only after their signing of approved Confidentiality Agreements (often accompanied by a ‘teaser’) that the in-depth confidential marketing materials you have approved will be offered to the buyer community created exclusively for your company.

As your advocate, we will engage in appropriate conversations with buyers about your business and its fit for them and the enabling values that your business can present to them.

Generally, we would expect to receive several non-binding indications of interest (IOIs) in the proposed acquisition of your business. We will be pleased to review all of these with you. We also will be prepared to pepper our potential suitors with clarifying questions and to advocate pricing enhancements and the improvement of terms.

In this exercise we would also set the buyers’ expectations that they will need to elevate their valuation thoughts once they can learn more through direct conversations and meetings with you and visits to your facilities.

We then will decide with you on who may be invited to participate in these next important steps of personal meetings to mutually explore acquisition opportunities and benefits based on their preliminary IOI pricing indications (our sense of their ability to elevate their initial pricing), their possible fit with you and other relevant matters.

You have met and worked with the toughest customers, vendors, brokers and distributors.

You have dealt with difficult employees and other service providers.

Still….

Though I’m not saying that business buyers are difficult, nonetheless meeting with potential credible buyers of your business is not something you necessarily have done before or are prepared for.

We will get you prepared and comfortable with this next stage in the process.

Counseling with you on questions and challenges that you may experience in meeting each buyer and preparing for those sessions with thoughtful guidance and with a good and comfortable mindset will set the right stage for good outcomes.

Remember the old saw, “you don’t get a 2nd chance to make good 1st impressions”. We will work with you to prepare for this meeting and to assemble a good presentation deck for these meetings.

We will sit with you and counsel with you on each buyer’s likely particular and unique interests to which you can be proactively attentive. We will also coach you as to their likely lines of inquiry so that you may be intelligently prepared to put them at ease. Additionally, we also will offer you guidance about the questions you can and should be prepared to ask of each prospective buyer. Think of this as a 2-way street whereby the buyer explores their interest in you and your company and you also consider your interest in the buyer and its likely stewardship of your business.

You certainly may expect that we will be in attendance at all buyer meetings to guide and to direct as appropriate in furtherance of the accomplishment of your interests.

Once buyer meetings are concluded, we will pursue and confirm buyer interest in your company and answer any open buyer questions. Further, we will set a timetable for each buyer candidate’s delivery of a definitive letter of intent (LOI) that will set forth the terms and conditions of any proposed offer.

Upon receipt of LOIs we will fully evaluate them and, as your advisor, we will offer you our guidance and ranking on not just pricing but on all other material and other terms of interest. Together with your counsel, we will explain all nuances and get appropriate buyer clarification as well.

We will work to assiduously advance your interests and to persist in seeking to elevate the pricing from the most earnest and best qualified of these buyers that are most attractive to you.

Ultimately, you will make an informed selection of the buyer with which you would like to move forward in a transaction.

Please note that we will never burn bridges with others (just in case) but there comes a time when you will select the lead party to move forward with exclusively.

We will then, in collaboration with your counsel and accountant, negotiate enhancements to the terms of that winning offer with the buyer you have selected to be your lead suitor.

Once we have concluded that we have the best achievable set of terms from our buyer and are satisfied that our buyer can move forward with steadfast speed to close your transaction competently and successfully, you will enter into an LOI (subject to legal approval).

At this point, your counsel and accountant will work with us to manage the flow of data and information about your company to the buyer and its representatives so that your buyer can expedite the conduct of its “due diligence” proceedings. During due diligence your buyer will confirm all its understandings and proper expectations about your company from operating, legal, marketing, organizational, financial and accounting perspectives, among others.

The positive findings from these undertakings will be essential for the successful conclusion of your sale. The more organized we can be and the more prompt we can be in reply to due diligence inquiries, the more impressive and likely more successful will be our process.

You can expect that the due diligence efforts of any buyer will be most comprehensive, exhaustive, repetitive, intrusive and likely maddening. But we will help you get through this and be your advocate vis a vis the buyer and the legal, accounting and other advisors it hires in the acquisition process. Rest assured, we will be as forthrightly supportive and encouraging as can be and we will get through this process.

As due diligence gets prosecuted with results that are acceptable to the buyer, we will collaborate with your counsel on negotiations over the legal documents that will be attendant to the transaction, including most notably the definitive purchase agreement. Additionally, we will be collaborative with you and your counsel over the stickiest terms of any employment, consulting, non-compete, leasing and other relevant deal matters.