Article
Selling A Company: The Investment Banker's Role
M&A Group, Duff & Phelps, LLC
Special to CPAmerica, Valuations Plus Newsletter
December 21, 2000

While investment bankers very often are associated with Wall Street, they have a substantial presence on Main Street as well - playing a critical role in the sale of middle-market companies. In fact, investment bankers can immeasurably enhance the sale of privately held businesses - providing counsel to value the company, identifying the "best" potential buyers, creating a competitive auction and negotiating the deal terms. The benefits of working with an investment banker are measured in both money and time: obtaining the highest dollar value for the company through a streamlined, efficient sales process.

Setting the stage for the sale
The investment banker begins adding value from the very outset of the sales process by completing a preliminary valuation. This valuation focuses not only on the company's financials and strategic positioning, but on its competition and the conditions within its industry segment as well. This essential first step provides a benchmark for gauging the company's market worth and helps the owner establish realistic expectations.

Targeting the right buyers
Because there can be no sale without buyers, an investment banker provides sophisticated expertise to identify a pool of potential buyers from whom the sale should command top dollar. Investment bankers understand that the "right" buyer might be found outside the company's usual operating environment: for example, in an international market or even another industry. The investment banker will maximize "fit" with the company being sold by narrowing the buyer pool to the most qualified candidates based on their strategic alignment and access to capital. Only when the final pool of prospective buyers has been identified does the investment banker disclose the company's financials and other potentially sensitive information. By being very judicious in its contacts and working at the highest levels of a buyer organization - presidents and CEOs - an investment banker helps safeguard the seller's confidentiality while conveying the strategic fit to key decision makers.

The auction process: Establishing and maintaining momentum
Having expeditiously narrowed the prospective buying pool down to the most interested and qualified parties, the investment banker's attention immediately shifts to the crux of the sales process: creating a competitive auction. By maintaining a tight timeframe throughout the bidding process, sustaining active contact with prospective buyers and conveying bid information, the investment banker heightens potential buyers' sense of urgency and the perceived value of the company being sold.

Paving a smooth road to closing the sale
After the bidding is complete and a successful buyer has emerged, the investment banker continues to add value by negotiating the best deal - addressing such issues as the type and

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