Matching the Seller with the best Buyer
E|E's 16 Module Process
The Enginuity Group's sell side package is the most comprehensive in the M & A industry. It starts with a comprehensive audit/evaluation of the company to identify what needs adjustment before preparing it for market. It ends not with the closing, but only after the parties have gone through a smooth post closing transition of employee, customers and systems. The following graphic demonstrates the general process, but each client and situation is unique, so the normal order is adjusted to fit that special situation.
Every company has a life cycle and, at some point in the cycle, turning it over to new owners becomes an option . There are many formats for a business sale. It ranges from partial to full; one with long transition to no transition at all; and everything in between. Regardless of the ultimate style and structure, after all the years of hard work and personal dedication to its success, the time comes to pass it on.
When that time comes, you owe it to yourself and your employees to make sure this transition is handled by experts who have been there and done it all. More importantly, you want to make sure that you get the absolute best price and transaction structure. That comes from working with specialists. E|Enginuity is not only a specialist, but it has a totally different approach to this transition.
The actual E|Enginuity process for transitioning a company to a buyer is designed and assembled as a project just like you do in your business. There is a scope of work with tasks and a work plan. It is executed in a professional 16 module process where each step adds work product and value for you and the transition objective. You will see how we are building a sale or purchase per your scope of work. This is the E|E advantage over the business broker who provides only pieces of these critical components and usually does not view this as a project, just a listing.
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Key Steps in the Transition Process
It all begins with a complete operational and financial assessment of the company using a modified version of the proprietary G3 Accelerated Value Diagnostic process. By using such a powerful tool, E|E is able to analyze and show you, the areas of strengths and weaknesses in your operations as it relates to a buyer's view. While the rest of the steps are being undertaken, E|E will work with you and your management to straighten the shop and get it in the best possible shape for its exposure to the buyers. The outcome of the audit is a listing by contributory priority of the areas needing the most attention. This is the period that E|E gets to know you, your company and your ultimate objectives.
E|E uses its proprietary valuation model that is specifically tailored to fit the unique variables contributing to the valuation in the environmental, engineering, architecture and construction industries. Our valuation is not from a canned piece of software that most business brokers use, but one that deals with the real variables that are important to what buyers want, what they will pay for and what they will not. It comes with over three decades of refinement with real world numbers from real transactions. We do not play games by inflating the value and then letting buyers negotiate it down. Our professional valuations are honest, with defensible numbers. And we stand by them in negotiating the final deal for you.
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PREPARATION OF THE OFFERING MEMORANDUM
E|E uses a straight forward, easy to read, offering memorandum template that focuses on what both strategic as well as financial buyers care about. It is simple, straight forward and is not padded with a lot of unimportant information, or a lot of fluff to fill up pages. The style provides:
Projections - Next Steps
It is formatted and organized in a professional easy to read manner.
MARKETING THE OPPORTUNITY
E|E, unlike a generalist intermediary, does not throw the net out everyone, but focuses on strategic, as well as financial , buyers based our your objectives of who to pass the company on to. With a database of thousands of industry and financial buyers, in addition to our strong network of business intermediaries around the country, the Executive Summary is distributed by both USPS mail as well as e-mail. The opportunity is also placed on specific mergers and acquisitions/business sale sites as well as dashboards for financial industry buyers and investors. The E|E approach minimizes the number of unqualified "tire kickers" and maximizes the number of quality buyers. And, of course, all is done under the protection of strict confidentiality.
This part, if not managed with business and industry knowledge, can be a huge time consuming monster. Because E|E specializes in only these industries, it only works with serious architectural-engineering-environmental-construction buyers. By using our applied experience and expertise. we provide something that you will not find with other business intermediaries. We use a standardized checklist that covers 95% of the data pieces that the buyer is going to request. That data is organized ahead of time in a private and confidential, password secured, electronic data room. This makes the process quicker, efficient and saves you and your staff valuable time.
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TRANSACTION STRUCTURE / NEGOTIATIONS
This is probably the most important part of what we do for you. After 35 years of buying and selling companies, we are still amazed at what little emphasis is placed on this critical step. Millions are lost every day due to brokers and intermediaries leaving this to the client. E|E, with your permission, provides professional deal structuring and negotiations on your behalf. The value itself is not everything, but more importantly, it is how the value is paid out, under which terms, over what length of time and with what protections for the seller. In many cases, due to our decades of experience, we can negotiate terms that provide you with more value than the initial deal called for through various creative earn out and performance bonus structures.
After you have gone through the audit, the cleanup process and the entire sales process, believe it or not, your sale can all fall apart at the closing. This is primarily due to a uncoordinated process that results in having too many lose ends left unresolved to be dealt with at the closing table. By the use of our detailed pre-closing checklists, we minimize the potential of a failed closing. Further and equally important to you is that because we have our own in house mergers/acquisition attorney, we have developed the complete set of standardized legal templates for the closing documents for both asset as well as stock purchases, greatly minimizing the work, and associated fees, from your own attorney. The closing is done smoothly and efficiently.
Unless your sale is an all cash one, which are not very common (most will have cash, earn out, and sometimes equity), the transition of ownership and personnel is as critical to overall success and your realization all of your money, as another other step. But, this is almost never provided by the typical business intermediary/broker. Most simply don't know how. Having managed transitions for decades, this is not an option, but it is provided to you as part of the engagement. E|E doesn't leave you alone to deal with this sometimes fragile aspect of the sale. From employee and customer announcements, creative use of employment agreements, and internal operational training, we help you through the process for a smooth transition.
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