Introduction:

This workflow is designed to walk you through every stage of the M&A process from drafting your strategy to sending your closing the deal.

The purpose of this checklist is to:

  • Make sure that all information reported by the seller is accurate.
  • Determine and mitigate any risks.

  • Ensure compliance with legal and regulatory requirements.

  • Allow the deal to be priced based on facts, not assumptions.

INFO: For step-by-step guidance on creating, editing, managing, and running workflows, read Getting Started with Process Street: The 5 Stages of Process Building.

INFO: Tasks in this workflow have been assigned using Dynamic Role Assignments. Read more about Role Assignments in our Knowledge Base or watch the video below.

Phase 1: Prepare for the sale:

Document the pertinent details

Use this task to record all the pertinent details about your M&A strategy team

INFO: The following task uses the Conditional Logic feature. Conditional Logic utilizes if/then logic to build paths that can change depending on which actions you take. Read more about it in our Knowledge Base, or watch the video below.

Enter outside counsel's details

Due to Conditional Logic, this task will only be visible if outside counsel will be consulted. 

Establish your strategy

Compile the materials

Whether working with an external investment banker or an internal M&A executive, you'll need to prepare a Confidential Information Memorandum (CIM).

The following Subtask list will ensure you include all required documentation in order to present a comprehensive view of your company to potential buyers

CIM is also known as an offering memorandum or an information memorandum.

    • 1
      Company's financials
    • 2
      Company's market position
    • 3
      Company's products
    • 4
      Company's services
    • 5
      Teaser
    • 6
      Marketing materials
    • 7
      Executive marketing plan

    INFO: This task uses the Subtask feature. Subtasks are small lists of items that can be checked off in your workflow runs. Read more about Subtasks in our Knowledge Base.

    Phase 2: Hold bidding rounds:

    Make contact with Buyers

    INFO: The following task uses the Conditional Logic feature. Read more about it in our Knowledge Base.

    This task contains two pathways:

    1. If you've already been approached by a Buyer, then you'll follow the pathway focused on making a deal with that Buyer.
    2. If you haven't been approached by a Buyer, then you'll proceed through the bidding round stage

    Evaluate the offer

    For each Buyer you're considering, answer the following questions in order to determine if that Buyer is the right match for your company's needs. 

    INFO: The next task is an Approval. Approvals help streamline any processes that require authorization. Read more about Approvals in our Knowledge Base, or watch the video below. 

    INFO: The next task utilizes a Stop Task. This stops the workflow run at a given point. No tasks past that point (or the workflow run itself) can be completed until the stop task is completed. Read more about Stop Tasks in our Knowledge Base, or watch the video below. 

    Approval: Receive executive approval on offer

    Will be submitted for approval:
    • Evaluate the offer
      Will be submitted

    Assemble your transaction team

    When assembling your transaction team, it's important to record their details in a central location. This makes it easier to locate in the future. 

    The most basic transaction team should include:

    • a transaction attorney
    • a tax accountant
    • a financial advisor

    INFO: This task can be further customized using our Automations feature. In addition to the thousands of integration options available through Zapier, we also have first-party integrations with SalesforceDocuSign, and others.

    For more details, watch the video below, or read the following resources:

    Process Street Knowledge Base: Automations
    4 Workflows to Get Your Started with Automations
    Webinar: Automations in Process Street

    Respond to the indication of interest

    This task utilizes two specific workflow features: the Dropdown List field and the File Upload field. Read Getting Started: How to Use Form Fields for detailed instructions, or watch the video below. 

    Send teasers to candidates

    Use your compiled CIM to create a teaser you intend to send to potential Buyers

    Keep a record of which Buyers you've contacted and when to help avoid confusion and improve transparency among the strategy team. 



    Receive starting bids

    Carefully evaluate every bid you receive. Remember you have no obligation to accept the first offer if you feel it isn't appropriate.





    Approval: Select bids to pursue

    Will be submitted for approval:
    • Receive starting bids
      Will be submitted

    Meet with interested bidders

    Document the details of all meetings with the prospective Buyer.

    Receive the Letter of Interest (LOI)

    Approval: Agree to begin negotiation

    Will be submitted for approval:
    • Receive the Letter of Interest (LOI)
      Will be submitted

    Phase 3: Negotiate:

    Review strategic intentions

    Objectives

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    Ideal Buyer

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    Preferred Offerings

    {{form.What_are_your_preferred_offerings?}}

    Acceptable Offerings

    {{form.What_are_the_acceptable_offerings?}}

    Deal-breakers

    {{form.What_are_the_deal-breakers?}}

    Negotiate with all Buyers who submit bids

    You may find yourself conducting multiple negotiations during this stage. You need to document all correspondence and agreements with each Buyer while negotiations are ongoing.

    BEST PRACTICE: It's advisable to only pursue 2-3 Buyers at once. Mergers and acquisitions are complex processes that can easily consume all of your time, attention, and resources if you overcommit


    Select the best deal

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    {{form.Negotiation_#1:_Email}}

    {{form.Negotiation_#1:_Notes}}

    {{form.Negotiation_#2:_Buyer}}

    {{form.Negotiation_#2:_Email}}

    {{form.Negotiation_#2:_Notes}}

    {{form.Negotiation_#3:_Buyer}}

    {{form.Negotiation_#3:_Email}}

    {{form.Negotiation_#3:_Notes}}

    Approval: Accept the negotiated deal

    Will be submitted for approval:
    • Select the best deal
      Will be submitted

    Draft the definitive agreement

    Your representative and the Buyer should work together to draft the definitive agreement. The final deal will not be signed until after the due diligence is completed. 

    INFO: This task can be further customized using our Automations feature. In addition to the thousands of integration options available through Zapier, we also have first-party integrations with SalesforceDocuSign, and others.

    For more details, watch the video below, or read the following resources:

    Process Street Knowledge Base: Automations
    4 Workflows to Get Your Started with Automations
    Webinar: Automations in Process Street

    Sign NDA and exclusivity agreement

    Facilitate the Buyer's due diligence

    The due diligence process can take from 30-60 days. To facilitate this, ensure you've provided the Buyer with all relevant documents and keep in close contact throughout. 

    • 1
      Corporate structure & general matters
    • 2
      Financials & taxes
    • 3
      Strategic fit with Buyer
    • 4
      Intellectual property & technology
    • 5
      Material assets
    • 6
      Contracts
    • 7
      Employees & management
    • 8
      Litigation
    • 9
      Compliance & regulatory matters

    Compile the due diligence results

    Approval: Board approves signing

    Will be submitted for approval:
    • Compile the due diligence results
      Will be submitted
    • Draft the definitive agreement
      Will be submitted
    • Sign NDA and exclusivity agreement
      Will be submitted
    • Facilitate the Buyer's due diligence
      Will be submitted

    Sign the definitive agreement

    Close the deal

    Now that the definitive agreement has been signed, the deal is closed. The next step will be to coordinate with the Buyer's integration team to assist with post-merger integration

    Complete this task to finish the M&A strategy workflow.

    Sources:

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