The sell side M&A process: nine stages, and the clock that holds the price together

The sell side M&A process exists to manufacture something that does not occur naturally: several credible buyers, equally informed, moving to the same timetable. Every stage serves that, and the moment the timetable stops being real the process becomes a bilateral negotiation with a party who now knows there is nobody else. This page sets out the nine stages and why the calendar is the product rather than the administration.

Preparation, and why it is longer than planned

Pitched, mandated, materials. Nothing goes to market until the teaser, the CIM and the model exist, and the CIM alone is 121.2 hours and $11,514 on this site's arithmetic. The client is also running a business while producing the underlying information, which is the real constraint.

Going to market, on one clock

In market, IOIs in, management meetings. Deadlines here are the product: buyers behave competitively only while they believe others are moving at the same pace. The first deadline quietly extended for one party is the moment that belief starts to go, and it does not come back.

Selection and exclusivity, where the tension is spent

LOI signed. From here the seller has one counterparty for thirty to ninety days and no competition. That is why the length of exclusivity is worth negotiating harder than a small movement on price, and why the strongest IOI is frequently not the highest one.

Diligence and close, where the calendar goes

The request list consumes more elapsed time than anything else, and most of it is waiting. Chasing 68.4 open requests over six weeks is 164.16 hours on the worked example. A seller who assembled the obvious material during exclusivity closes weeks earlier than one who starts on receipt of the list.

Questions people ask about sell side m&a process

How long does a sell side process take?

Preparation and post-LOI diligence dominate, and both are gated by information the client has to produce while running the business.

Why do deadlines matter so much?

Competitive tension exists only while buyers believe others are moving at the same pace. The first extension for one party ends that.

Is the highest IOI the one to pick?

Frequently not. Certainty of funding and the absence of approvals to obtain are often worth more than a higher range.

Sources

Related answers

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