Upton's methods acknowledge the fact that a transaction involves a blend of business strategy, personal objectives, market reality, financial and non-financial considerations and human emotion. The process includes the following stages:
Planning, Preparation and Documenting
This step is used to evaluate the feasibility of the transaction and develop the transaction strategy to pursue. Steps include assessing the strategic and personal objectives of the business and its stakeholders; evaluating the financial parameters, including historical and prospective financial performance, tax considerations, capital structure issues and value.
Understanding the key value drivers and intangible assets of the business is critical for a successful outcome. Effectively conveying the client’s story is done in part through the preparation of professional and comprehensive documents, including a Confidential Information Memorandum. Documenting the client's story helps ensure a consistent presentation of the potential transaction to the market and will generally provide the basis for preliminary indications of interest from the prospective transaction parties.
Further steps include reviewing legal considerations which may impact the transaction; and developing the transaction strategy, including evaluating the market, modeling potential synergies, assessing structuring alternatives and developing the timetable.
Designed to obtain interest in the transaction from prospective parties with the characteristics identified during the planning phase. The marketing effort is diligent to help ensure that the client's business is effectively enhanced through market interaction where we develop interest from multiple parties. We are sensitive to the highly confidential nature of this process and will therefore only contact pre-qualified buyers that meet with your prior written approval. Our contact is made directly with these identified parties and we will facilitate the execution of confidentiality agreements (non-disclosure agreements), delivering the confidential memorandum, addressing questions and receiving indications of interest.
Negotiating and Deal Structuring
Upton has an extensive first-hand knowledge gained through decades of managing this process to your advantage. We work in concert with tax and legal advisors to organize the many variables and complexities involved in any transaction, in order to negotiate a Letter of Intent and comprehensive and optimal final deal.
Managing and Closing the Transaction
Upton will guide you through the due diligence process and help you avoid the pitfalls that can easily derail a transaction. The due diligence information is discreetly organized and managed by Upton.
We will also set appropriate deadlines to keep the various parties on track towards completion of satisfactory purchase documents and of course the closing of your transaction.
Following satisfactory due diligence, further negotiation is pursued to reach a definitive agreement. Depending on the nature of the transaction, several legal documents may be required. Upton will work closely with the attorneys from both sides to ensure the legal agreements properly reflect the business, personal and economic intent of the deal.