Sell-side M&A
Acquirers negotiate these transactions as a matter of routine; the owner across the table has typically sold once. Wild Rose Advisors represents the owner, and puts strategic acquirers, private equity and private investors in competition for the company.
- 01
Buyer Competition
Buyers approached in parallel, so that the price is set by comparison rather than by a single bidder.
- 02
Every Option Priced
A full sale beside a minority investment, a majority recapitalization or a partnership, so that the owner chooses with each one priced.
- 03
Confidentiality
The company is shown selectively, one party at a time, and never placed on a public listing service.
The process
Once an owner decides to go to market, the engagement follows a defined sequence. Each step exists to protect the value of the company.
- 01
Valuation
Before any agreement and at no cost: what the company is likely worth to each kind of buyer, and what would move the figure. An owner may stop here.
- 02
Preparation
Normalized financials, the recurring base separated and documented, and diligence issues identified before a buyer identifies them.
- 03
Buyer List
Strategic acquirers active in the sector, private equity and private investors. No party is approached without the owner's approval.
- 04
Confidential Marketing
The company is not named on the first document a buyer sees. Identifying detail follows only a signed confidentiality agreement.
- 05
Offer Comparison
A full sale and the alternatives set side by side on their terms: cash at closing, earnout, escrow, working capital and the transition.
- 06
Diligence and Closing
Managed to a timetable, so that a signed letter of intent proceeds to closing rather than to renegotiation.
What a buyer pays for
Across the sectors the firm advises in, value is driven less by revenue than by the share of revenue that recurs each year without being sold again: contracted and documented work, the license holders and key people who remain after closing, the concentration of customers, and records a buyer can rely on.
Why unrepresented sales underperform
The cause is rarely bad faith on the buyer's part. More often a single bidder sets the price and the owner has no basis for comparison. The terms of the transaction (earnouts, escrow, working capital, the length of the transition) are then negotiated by someone meeting them for the first time, against a counterparty who meets them every month. Most value is won or lost in those terms.
When an offer has already been made
Unsolicited approaches are common, and the offer is often reasonable. A reasonable offer is not necessarily the best one. A letter of intent usually carries an exclusivity clause, and once it is signed the seller's leverage is largely gone. An owner who has received an approach is invited to bring the offer to the firm before signing anything.
How buyers are found
The search begins from a map of the strategic acquirers, private equity firms and private investors active in the sector, so that outreach starts at the outset of the engagement rather than weeks into it. Every approach runs in parallel and is tracked from first contact through the confidentiality agreement, the information memorandum, the indication of interest and the letter of intent, which is how competitive tension is created and kept.
Individual buyers
Some buyers for companies of this size are individuals rather than firms, and some are acquiring in order to qualify for an E-2 treaty investor visa, which requires a substantial investment in an operating business the investor will direct. Such a buyer is often unable to hold the seller's state license, so whether the licensed personnel remain after closing becomes central to the transaction, and a company whose license holders are documented and under agreement may be worth more to that buyer.
These buyers are frequently first-time operators. For a seller carrying a seller note or an earnout, the buyer's inexperience becomes the seller's risk as well. The firm can assess how a company is likely to be viewed by such a buyer; whether a particular buyer qualifies for a visa is a question for that buyer's own immigration counsel, and not a matter on which the firm advises.
Common questions
How is the firm paid?
The valuation assessment is provided at no cost and without obligation. If the owner then engages the firm to sell the company, the firm works for a success fee, due only if the company sells and paid at closing from the proceeds. There is no monthly retainer and nothing to pay at the outset.
The fee and its terms are set out in the engagement letter before any work begins. For owners who are some years from a transaction, the exit readiness engagement is credited against the success fee should the firm later conduct the sale.
Will employees or customers learn of the sale?
Not through the process. The company is never named in public: the firm may feature it on its own pages under a codename, the first document a buyer sees does not name the seller, and identifying detail is released only under a signed confidentiality agreement, to buyers the owner has approved. The owner informs the team on the owner's own timetable, typically once the buyer has been selected.
How long does a sale take?
Generally longer than listing services suggest. Preparation takes several months before any buyer is approached, and outreach, offers, diligence and closing follow. A company with clean financials and a documented recurring base generally moves faster, which is much of the reason the preparation exists.
Is it too late once an offer has arrived?
No. The time to bring an offer is before signing anything, a letter of intent in particular. The exclusivity clause within it is where the seller's leverage is surrendered.
Must the owner stay after closing?
Usually for a transition period. Where the business operates under licenses, the question is sharper, because the buyer needs the seller's licenses, or license holders, to continue operating. The length of the stay, its terms and its compensation are negotiated with everything else.
Is the assessment a formal appraisal?
No. It is a directional, written opinion of value, grounded in current published transaction data, and it states its assumptions. A certified appraisal, where a lender, a court or the IRS requires one, is separate work performed by a licensed appraiser.
Every sale begins with a written assessment of the company, in confidence and at no cost.
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