Sell-Side Materials

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by a searcher from The Ohio State University - Max M. Fisher College of Business
in Chicago, IL, USA

1yr ago

Sell-Side Materials

My background is in sell-side investment banking in the middle market ($100M+ EV deals) - in these deals we commonly prepare supplemental materials to facilitate diligence (incremental to the CIP). Is it common for sellers to prepare and provide items such as a sell-side QoE report, financial model, or any other 3rd party diligence materials?

If so, to what extent are materials generally prepared and at what stage are they given to potential buyers?

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reply by a searcher 1yr ago
from Duquesne University in Pittsburgh, PA, USA

It's good to know that the seller has CIP in place, but from the buyer's perspective, it's not required in the beginning of the DD process. If the seller feels good about the QoE, they can definitely use it appropriately during negotiations. Generally, buyers do their own modeling and hire a third party to provide an independent QoE report. If everything is aligning per their expectations, they might then request the seller's version of the QoE report, before signing the SPA. This is just a good business practice in any M&A transaction.

reply by a searcher 1yr ago
from University of Kentucky in Chicago, IL, USA

No, it is not common for a sell-side QoE, financial model, or any third party due diligence to be provided to buyers in a search deal. If a searcher is reviewing opportunities that are larger than the typically search deal ($5MM+ in EBITDA), you will start to see some deals where a sell-side QoE is completed, but it is rare. All the above assumes you are looking at deals via an intermediary. In smaller deals (<$1MM in EBITDA), you sometimes don't even get a CIM, or if you do it is not anywhere close to the quality you likely expect. For proprietary deals, you are clearly on your own to request information, and most sellers have no information prepared. In summary, search deals are a completely different world in terms of information than a $100MM+ EV deal.