Phase I: Preparation Stage

WS Global Capital’s Merger & Acquisition process begins when a Representation Agreement is signed. A successful analysis of your goals and requirements depends upon a strong working relationship among all the parties affected by the sale of your company. In concert with your advisors, Board of Directors, Accountant, etc., WS Global Capital’s Advisors will help you evaluate your needs and concerns in order to achieve your vision while maintaining strict confidentiality. The following are the key steps for this process:

1. Market Research, Analysis and Strategy

Serious buyers want documented, defensible evidence of your company’s income-generating potential. Your own financial projections over three to five years is desirable. A credible overview must include a complete analysis of trends within your industry, competitors strengths and weaknesses, and local and/or national influences on markets relevant to your industry.

2. Valuation

One of the key components of your business-sale strategy is the valuation – what your company is worth? A number of valuation methodologies are used today, and each is in compliance with the standards set forth by a variety of governmental organizations.

Our valuations include a proprietary method of calculation of the discount rate used in the income value method. However, a strategic buyer may be willing to pay a premium beyond a standard valuation to acquire a unique competitive advantage your company may provide. Only an experienced professional can help you consider all the factors and possible methodologies to arrive at a maximum valuation.

Phase II: The Decision to Market

3. Profile

Once the data describe in steps 1 and 2 have been gathered and we enter the Phase II process, we prepare a cogent document that positively presents your company history and persuasively demonstrate your company’s earning potential. The Profile must present the facts about your company in a way that is meaningful to buyers, most of whom review sophisticated corporate documents on a regular basis. The Profile generally does this without disclosing price or terms, although every case is unique.

4. Identification of Synergistic Candidates

The ability to reach qualified buyers is vital, since market and industry factors can change overnight, and thus influence the terms and final sale price of your company. We examine many potential buyers to find those candidates who demonstrate a synergy with your company through their business mission, corporate culture and competitive strategies. Wall Street Equity Advisors prepares a Confidential Business Profile for the final candidates (that requires your approval before sending). This document gives them a highly focused snapshot of your business while retaining confidentiality.

5. Confidential Approach to Qualified Prospects

Confidentiality is the critical operative work in honing down a list of buyer candidates. The dissemination of your business-sale information must be handled confidentially. WSGC assiduously oversees this step to ensure that employees, vendors, et. al., do not become aware of your plans. Targeted companies, which may include competitors, are required to undergo an intensive screening process. Potential buyers must sign a Confidentiality Agreement before they can receive a profile. Once the profiles are disseminated, the process further qualifying prospects to arrive at the most desirable candidates requires years of experience and proven negotiation and techniques. We are never a dual agent, in that we do not represent the buyer and the seller at the same time, nor do we cooperate with other brokers as we establish the framework for controlling the document and confidential negotiations. Buyers have their own attorneys and Board of Directors to assist them through the process. Likewise, if we are representing the Buyer through an exclusive Buy-Side Transaction, we only represent the buyer’s interest.

6. Negotiations

The ideal negotiating scenario for you will begin with multiple, fully qualified buyers. Still, negotiating with buyers, who are most likely expert deal-makers themselves, requires seasoned professionals, specialists who understand how to focus on value as opposed to price.

7. Deal Structuring, Letter of Intent

Once a serious buyer is identified, the price, terms and other details of a final deal are hammered out. A Letter of Intent is the formal document used to set forth the major transaction terms, confirmed in writing in order to prevent misunderstandings. The LOI must put to rest any outstanding issues concerning key employees, financing, legal matters, taxes, etc. It should also be constructed to protect you from buyer delays which can cause you to miss the window of opportunity for your sale.

8. Due Diligence

During this step of the M&A process, your buyer may ask his professional team to thoroughly evaluate your company. Tax experts, attorneys, accountants and bankers will all scrutinize your company and provide an evaluation to the buyer form their own perspective.

Due Diligence is an intense process that can surprise many unprepared sellers. Armed with a well-prepared profile, along with full proper and defensible documentation, Wall Street Equity Advisors will see your through due diligence successfully. The questions asked by the buyer’s business advisors will have been anticipated, ensuring that the deal remains intact and momentum is maintained.

9. Definitive Agreement

WS Global Capital’s Advisors strongly recommends that your own professional advisors-attorneys, bankers and accountants become involved during the early stages of the M&A process. Their understanding of your goals and the circumstances surrounding your M&A transaction will help speed the development of the final Definitive Agreement. Distilling all prior discussion and documentation down into a single agreement requires thoroughness and attention to details. Once the agreement is written, it is imperative that both buyer, seller and their effective advisors carefully review it, understand their mutual obligations and execute the agreement.

10. Closing and Transition to New Ownership

When you determine that the goals for the sale have been met and the buyer is satisfied with the deal structure, the Definitive Purchase Agreement is signed. this facilitates the transfer of company assets to the buyer. Throughout the firm nine step of the business-sale process, WS Global Capital’s Advisors effectively guides you to ensure a smooth transition of ownership. Issues concerning the integration of your company, corporate style and employees have been fully analyzed and resolved, anticipating the ownership transition. WS Global Capital’s Advisors assists in this process and follows up after the close of escrow.