The sale process, letters of intent, due diligence and the purchase agreement; closing mechanics, earnouts, tax structure and the debt stack; then the value creation plan and the way out.
The stages of a sell side process from preparation to closing, who does what at each one, how long it takes and how a seller compares competing bids.
→What a letter of intent binds and what it does not, how its price is defined, the terms that matter beyond price, and how a seller compares two LOIs.
→The diligence workstreams a buyer runs, how a quality of earnings report rebuilds EBITDA and net debt, and how findings turn into price and structure.
→How a purchase agreement allocates risk: reps and warranties, disclosure schedules, indemnity baskets, caps and survival, escrows, R&W insurance, MAC clauses and closing conditions.
→How a headline enterprise value becomes the equity purchase price: cash free debt free, debt like items, the working capital peg, completion accounts and the locked box.
→How deferred and contingent consideration bridges a valuation gap: earnout design and expected value, management and seller rollover, and subordinated seller notes.
→What transfers in an asset purchase and a stock purchase, how US tax treats each, the value of a basis step up, 338(h)(10) and F reorganisations, and the gross up negotiation.
→The instruments that finance a buyout, from revolver to PIK, how they are priced over SOFR, how leverage and coverage are measured, how covenants work and how lenders size debt.
→How a sponsor turns the investment case into a value creation plan, which operating levers it pulls, how the board tracks them and what each dollar of EBITDA is worth at exit.
→How a platform buys smaller add ons at lower multiples, how to compute the blended entry multiple, and how much of the exit value comes from re rating rather than from EBITDA growth.
→The ways a sponsor returns cash to its fund, from trade sales and IPOs to continuation vehicles and dividend recaps, and how the timing of each moves IRR, MOIC and DPI.
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