SELL-SIDE ADVISORY
The definition of the Sell-Side mandate is to understand the motivations of the transferor
Ilha Capital assists its clients in defining the best strategy to achieve their goals in accelerating their growth, in the capital contribution to meet financial needs or in the development of strategic partnerships.
Simplicity
In the complex world of mergers and acquisitions we present our approach in a simple way.
Agility
We pride ourselves on being agile, responding to our customers' needs as quickly as if they were our own.
Transparency
We keep you informed of the progress of operations: you know what we are doing for you and why we do it.
Experience
Our knowledge is based on the vast experience of our teams and their multidisciplinary approach.
Confidentiality
Once we establish a relationship, a formal commitment ensures the confidentiality of your approach.
Methodology
Our methodology is simple, concrete and efficient. It builds on our 36 years of experience. Our structured approach is managed by our industry experts and framed by a dynamic process.
Managing seller expectations
Depending on the transferor's motivations, the transfer and its process will not have the same deadline: sometimes it takes up to two years for successful completion. The right time depends on internal factors (e.g., company profitability, growth opportunities) and external factors (e.g., economic conditions, competitive environment). In addition to the timetable, consideration should be given to the marketing methods (total or partial sale, immediate or gradual sale) and the desired selling price. There may also be shareholder disputes and ownership issues to overcome.
Financial Valuation
Analysis of the latest detailed financial statements and projections for the current year.
A good understanding of the company will require a thorough analysis of the financial statements. During the work meetings, we interact with management and the finance department to allow us to define a "normative" exercise. The purpose of this exercise is to enable a buyer; to predict and plan the future acquisition of the company. It corresponds to a commercial result obtained under the normal operating conditions of the activity, but isolating the non-frequent elements: non-recurring charges, remuneration of the manager, lease, etc.
At the end of this process, we can present our valuation report to management. In this presentation we detail the methods used, the assumptions used and the price range calculated. Values that we are able to defend on behalf of our customers, whether on the sell or buy side.
Definition of the optimal terms of the transfer
Define the scope of the sale
It is necessary to define how the transfer of the company will take place, since this entails tax and legal consequences for which technical expertise may be required. There are three main methods of disposal: the sale of the company, the sale of the securities or part of the securities and the sale of part of the assets or only part of the business. Although most transactions are related to the sale of securities, the choice of modalities should be determined on a case-by-case basis after an in-depth study.
Corporate strategic analysis
Collect the elements needed to understand the company, its organization and its market.
Many elements must be collected by the manager to understand the company as a whole: its activity, its know-how, its means of production, its mode of distribution and its positioning in the market. We analyze the internal functioning of the company including as locations, supply areas and organizational structure of the company, but also its external environment: competitors, legal and regulatory restrictions, etc. We leave no room for doubt in our research and analysis.
Company diagnostic
The collection of information allows us to establish an initial diagnosis of the company that evidences the quality of the documents and the elements that we will disclose to potential buyers. Investors seek to limit their risk by investing in a company capable of paying for itself, with value-added products and stable customers. Certain weaknesses in the business can be corrected at this stage if necessary.
Determine the profile of potential buyers
The relevant segmentation is jointly developed between the transferor and Ilha Capital to determine a panel of potential buyers.
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Alternative solutions can also be studied, making use of financial engineering resources, which we have internally for arranging other types of solutions.
Approach for buyers
Target Investors
Once the targets are set, we contact the acquirers by sending them a blind teaser of the company with the main data, but without mentioning the company’ s name. Segmentation is performed using our investor database, our business network and additional research.
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Buyers which have expressed an interest will receive more information about the company through the Information Memorandum prepared by Ilha Capital. They must first sign a non-disclosure agreement (NDA) to obtain this document. Ilha Capital is responsible for sending the file, answering the questions of buyers and organizing presentation meetings with the transferor.
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These meetings, led by Ilha Capital teams, provide additional insight and formalize stakeholders' expectations, addressing the expected price and completion times
Negotiation of the company's terms of sale
We have set a timetable for buyers who wish to formulate a preliminary offer called LOI - Letter of Intent. Our partner, responsible for the project, checks whether the offers received cover the main elements of the proposed transaction and carefully examines the sales criteria.
We work directly with buyers and their advisors to negotiate the criteria of the offer we defend: price, active/passive warranty ceiling, support conditions, etc.
Selection of the best offer with the seller
The industry expert establishes a comparative grid of offers received to inform the seller's decision making. The know-how of our experts allows us to integrate other elements besides price, in particular business sustainability considerations.
Assignment deed audits and signatures
After signing the LOI, the buyer performs audits to ensure the veracity of the information communicated. We take care of due diligence and the installation of a secure data room in order to control the confidentiality of the operation.
We support the manager and his/her board to answer the auditors' questions.​
Negotiation of "sensitive" clauses in selling securities
Ilha Capital assists the transferor in reading the legal documentation and assembling the appendices linked to the transfer agreement.
We negotiate in collaboration with the advice of our client, lawyers and accountants, the main clauses of the deeds until the completion of the transaction.
Do not hesitate, we will present only buyers who meet your expectations!
At the end of an M&A process, whether selling a company or seeking a partner, a single feeling should remain: the certainty that the best possible transaction has been made. We have a strong track record of sell-side consulting. Working with target companies, special board committees or shareholders, we can act at the heart of any process, identify potential investors, assist in negotiations and provide impartial and objective advice on the merits of the offers received
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While the sale of your business represents the financial realization of all your hard work over the years as an entrepreneur, we understand that this is a great sacrifice. We have a deep understanding of the complexities of the business and work to prepare the opportunity and create a win-win solution. We will guide you through the M&A process and provide access to our global network of strategic and institutional investors. Our presence as a financial advisor offers additional comfort to potential investors..