Section one
The handbook
Twelve chapters covering a mandated sale from the engagement letter to the last item on the handover list. Each chapter stands on its own, and the order follows the sequence of a real process.
- 01The mandate: what a broker is engaged to do
A mandate is the agreement that turns an adviser into a representative. It sets out what will be done, in whose name, for how long, and under which restrictions.
- 02Preparing a business for the market
Preparation decides how a business is received. Two companies with identical results can land very differently depending on how the story and the paperwork have been organised.
- 03The information memorandum
The memorandum is the document that turns interest into a conversation. It has one job: to let a serious candidate decide whether the business is worth their time, without handing away what makes it work.
- 04Setting an asking figure and a range
An asking figure is a negotiating position, not a valuation. It is chosen to attract the right candidates and to leave room for the concessions that a process always demands.
- 05Finding and screening buyers
The search is where a mandate earns its keep. Publishing a listing reaches people who are already looking. Approaching a list reaches the ones who were not.
- 06Confidentiality and staged disclosure
Confidentiality is not a document; it is a sequence. Information is released in stages, and each stage costs the candidate something before the next one opens.
- 07From indication to offer
Negotiation in a business sale is less an argument about one number than an ordering exercise: which points are settled first, and which are left until the parties have invested enough to want a result.
- 08The term sheet
A term sheet writes down what the parties believe they have agreed, before lawyers turn it into contracts. Most of it is not binding, and it still determines the outcome.
- 09Due diligence
Due diligence is a structured search for the difference between what was represented and what is there. Well run, it confirms a deal. Badly run, it becomes an open-ended fishing trip.
- 10Asset deal, share deal and what sits between
Structure is the first commercial decision in a transaction and the one most often taken last. It changes the tax outcome, the risk that transfers and the work involved in completing.
- 11How buyers fund a transaction
How a buyer funds a purchase shapes what the seller ends up with. A funding structure that looks like the buyer's problem is, in practice, a shared one.
- 12Signing, transfer and handover
Signing is a legal moment; the handover is an operational one. They are rarely the same day, and the gap between them needs its own plan.