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Sell-Side M&A

Who are you going to trust with the most important transaction of your life?

Get in, get out, don’t drag it out.
Words we live by.


You’ve spent years or decades building a strong business and its finally time to retire or step back and take your foot off the gas. There’s never been a need for you to know anything about the mergers and acquisitions (“M&A”) business, but all of a sudden you need to put your complete trust in an M&A Advisor to lead you through the sale process. It can be a daunting proposition, but it needn’t be.  The WDC team has completed 200+ successful transactions, with an aggregate value of $2 Billion.

When choosing an M&A Advisor, chemistry is extremely important, as you’re going to be working intensely alongside one another for several months. Not all advisors are a fit for all companies, and we hear from our clients that WDC’s uniqueness lies in our candor, efficiency and tenacity. We are entrepreneurs like you, this is our shop, and frankly, we just care more.

Below we answer some of the most common questions we are asked by companies looking for a “Sell-Side” M&A Advisor, which we hope will provide some valuable information and help you understand how WDC’s “secret sauce”.

  • It seems it would be way cheaper to bring someone on internally to manage the sale process?
    This makes really good sense on paper; pay someone by the hour or a salary to manage the process. It’s much cheaper than giving up a few percent of the value of the company to an M&A Advisor. In practice it’s a bad decision, that invariably ends up costing you more (or results in a failed sale process altogether). First, you have no means of managing confidentially/anonymity in the marketplace, as someone is calling directly from your company! Your menu of negotiation strategies becomes severely limited also: 1) buyers will typically provide an Advisor with far more candid feedback than they will provide to the company directly, 2) the value of the “multi-level negotiation”, where they Advisor serves as a conduit/buffer to their client is completely lost, 3) when working with an Advisor, you are working with a team, with (hopefully) decades of deal experience and proven negotiation/structuring strategies up their sleeve. This allows you to focus on your business and not get distracted. The cost of hiring an experienced M&A Advisor is usually made up in that same Advisor negotiating a higher purchase price (or a cleaner structure) by organizing a proper stable of bidders. There have been many studies confirming this situation, with Advisors typically arranging valuations 25% or more versus companies going it alone. Here is a well-done study to review online:
  • How do we get updated on your progress in the market?
    We have invested in and implemented in an advanced cloud-based CRM system with which we track all of our outreach to and interactions with targets on your behalf. We generate regular, highly detailed reports on our activities and progress (typically weekly or bi-weekly).
  • How do you know what our business is worth?
    We talk ourselves out of more client engagements than we should, as we will NEVER over promise on valuation to get your business. We use multiple global databases that provide us with access to all transactions in your space in the last 5-10 years in determining your valuation. While we may agree together on an acceptable purchase price and structure, we always let the market provide their own indications of value in order to maximize the price. In the end, the market determines the ultimate purchase price, and we can promise that your acquisition opportunity will be in front of anyone that makes sense, globally. We would be happy to meet with you, ask a few questions, and give you a preliminary opinion on valuation/structure for a sale of your company within a day or two.
  • What about confidentiality—we don’t want our staff and competitors knowing we are for sale?
    Confidentiality is the cornerstone of our business. If we let our clients down by failing to manage their concerns over their information ending up in the wrong hands, we would not be in business very long. When marketing an acquisition opportunity, we approach prospective buyers with a non-descript “one pager” or “teaser”, which does not name the company, or give away any obvious information that reveals their identity. Only upon heavy buyer qualification and signing of a non-disclosure agreement (“NDA), would a target receive additional information. All information provided is typically done via a password protected online data room that we set up and manage on behalf of our client. We can be as confidential as required when dealing with your team. We have managed to keep the sale process confidential from key staff all the way up to just days before closing a sale.
  • Are we going to be in meetings and Zoom calls all day for months on end?
    We are motivated and compensated in a manner that keeps us focused on getting a deal closed as quickly as possible. Our goal is not to line up as many zoom calls or meetings as possible to make it “look” like we are working hard. We heavily qualify all prospective buyers to make sure they are active buyers, have the resources to complete the acquisition, know the timeline, and understand valuation/structure expectations. Only once they have been fully qualified would they be on a call with our client. We have recently closed transactions with as few as 6-8 calls between our client and pre-qualified buyers.
  • Our numbers have been impacted by Covid, can we still sell now, or do we need to wait a few years?
    We have had multiple clients that have experienced a once in a lifetime “blip” in their top and bottom line, and asked this same question. In multiple cases we have managed to structure around these anomalies and help our clients maintain 100% of their “pre-Covid” valuation. To provide more background, we have included a more detailed article: What to do When the Chairlift Ride Turns Into a Rollercoaster Ride: 10 Proven Tips to Selling a Business That Has Been Impacted by Covid
  • How long is it going to take to close a deal?
    We often hear stories of sale processes that take a year or more. It just shouldn’t happen, and usually results from a poor alignment of the M&A Advisor and client, poor preparation, or both. We strive to follow a 4-month sale process in all of our engagements. Within 2 months from engagement, our clients receive tangible feedback directly from buyers in the market (and typically some early offers). To provide more background, we have included a more detailed article "HOW TO SELL A BUSINESS IN 4 MONTHS. Tips to keep your M&A Advisor (and yourself) focused from the start."
  • Are we going to have a fresh business school grad leading my file?
    As we only ever work on two client engagements at a time, you will never become just another client in a stack of files on a desk. Your mandate is a critical part of our business and you will always have one or two Managing Director level “owners”, (grey hair included) as primary contacts on your engagement. All initial meetings, and ongoing negotiations are led by a Managing Director. Unlike the big Bank or Consulting Firm shops, we are owners, we aren’t going anywhere, and we are certainly not going to leave for another shop during your engagement (it happens, often). When things get hard or complicated, we do not hand your project off to a junior to focus on easier work—when things get tough, the whole team doubles down and digs in harder to get it done.
  • How many buyer targets are you going to reach out to?
    We prefer the laser to the shotgun. Many M&A Advisors employ the “spray it and pray it” approach, sending out teasers to hundreds or even thousands of targets on email lists. At WDC, we typically focus in on a well curated list of less than 100 targets, employing a “one-to-one” approach, communicating directly to C-level executives, board of directors, or trusted advisors at the purchaser. Buyer targets can tell the difference and respond more positively to this more thoughtful approach.
  • How much is this going to cost?
    M&A Advisors typically charge a “Work Fee” and a “Success Fee”. The Success Fee is equivalent to a percentage of the total purchase price negotiated for your company. Success Fees range anywhere from 1% at the low end, up to 8% or higher at the upper end, completely dependent on the size of the company and the complexity of the project (very large transactions will be at the lower end of the scale, while smaller transactions will be at the higher end. Work Fees cover the Advisor for the cost of putting a team on your project and are usually paid monthly up until the transaction closes. To create maximum alignment with our clients, we charge a relatively small monthly work fee, and only for the 4-month process outlined above. Our motivation is earning Success Fees when we complete transactions for our clients versus chasing monthly retainers. We look to get the big payout when you do. Remember, if you think it’s expensive to hire a professional, wait to you see how much costs when you hire and amateur.
  • Do you source targets outside Canada?
    We have sourced acquisitions from Canada to China and everywhere in between. If you need to shore up your business in another market, we are primed and ready to hunt for you anywhere. We have partnerships with M&A Advisors on every continent who can augment our search and offer clients for sale in their direct networks.
  • How do we finance these acquisitions?
    We will analyze and help you optimize your capital structure for the short, medium and long term, and liaise with your bank lenders, equity investors, or other backers as needed to help get the financing in place (if applicable). We have had instances where a client was unable to finance an acquisition with their existing bank, but after WDC did a proper, comprehensive “work-up” and presentation of the acquisition opportunity, the same bank provided full financing (and more).
  • How do we get updated on your progress in the market?
    We have invested in and implemented in an advanced cloud-based CRM system with which we track all of our outreach to and interactions with targets on your behalf. We generate regular, highly detailed reports on our activities and progress (typically weekly or bi-weekly).
  • What’s the timeframe until we are able to buy our first company?
    There is typically a “getting to know each other” phase at the front end of our engagements, which is critical to ensuring our efforts are 100% aligned with your goals and growth objectives. We get to know what you like, and what you don’t like, and cater our market approach accordingly. During this few week period we analyze your financials and operations, and usually provide some good insights along the way that shape the acquisition strategy. Once we are up and running, we typically uncover fresh targets right out of the chute, but we prefer to do some preliminary qualification and due diligence before arranging any calls or meetings (this keeps your team from getting bogged down on zoom calls).We focus on quality, not quantity. Once a qualified target comes up, we typically see a closing process ranging anywhere from 60-120 days on average.
  • What is this going to cost?
    We work based on a balanced blend of an ongoing monthly Work Fee combined with Success Fees (a percentage of the value of the target purchased, paid on closing of successful transactions). This keeps us driving to build a deep, well-qualified funnel of acquisitions (which you own), and also ensures we remain highly motivated to get deals closed efficiently. Our clients have remarked that our experience and expertise has kept them out of trouble and helped them avoid costly mistakes (which the WDC team have seen time and time again). In a nutshell, the extra investment in engaging WDC in the short to medium term should save you a TON in the long run.
  • What about integration of new acquisitions?
    We can’t do everything, but we can certainly work with your HR, Operations, Finance, Sales, and Marketing teams to plan for integration of your acquisitions. We like to use the due diligence process to touch on all of these key functional areas so that when the closing date arrives, your team is not scrambling. We surround you (if needed) with equally minded and efficient lawyers, accountants etc. to make sure your support team matches your company’s stage of growth.
  • We have lots of acquisition opportunities crossing our doorstep—why do we need to build a larger funnel of acquisition targets?
    There’s a reason why certain companies are approaching you, and others are not. It’s like hiring a good salesperson—if they’re already on the market and “looking”, there is probably a good reason why. Sometimes the best acquisitions we have sourced for clients were not on the market (and sometimes even the owners of the acquisitions didn’t know they were on the market either until we approached them). One thing for certain, is that you can never have enough of a frame of reference when pulling the trigger on an acquisition—you really get a true sense of how good an opportunity is when it is lined up against a range of alternatives. When that happens, the gems really stand out (as do the dogs). At WDC, we work as your dedicated diamond miners.
  • We have an internal person who can call targets, why do we need to hire someone externally?
    The first reason is that many companies view calls from competitors as nothing short of corporate espionage—someone just fishing for their private information. Even if they do respond, they typically end up sharing far more sensitive and valuable information with your M&A Advisor than they would with your team. Working with an experienced Buy-Side M&A Advisor also allows you to tap into the Advisor’s decades of transaction experience and their knowledge of specific acquisition opportunities in your space (or those of their long-standing relationships with hundreds of other M&A Advisors, lawyers, accountants etc. who provide leads from their own networks). The likelihood that an internal resource gets bogged down is quite high. When engaging WDC, you get an entire team working on your project, all with different tool kits, frames of reference and unique “tricks of the trade”. Regardless, if you already have an internal team put together, we are always happy to collaborate, creating an even more dangerous team, all rowing in the same direction.
  • How quickly can you get started?
    Our clients and their legal advisors have remarked that It can now take a large firm up to a week to complete simple conflict checks and clear the mandate internally (if it gets cleared). By that time WDC could have 75% of your project completed. We advise on conflicts and clear an engagement in a few hours and can guarantee 100% independence.
  • Is this report just going to be more boilerplate?
    In our mind there is no need to deliver an 80-page presentation with a picture and a single paragraph on each page to justify our fees. We take the time to provide clear and concise observations and accompany those with valuable analysis and recommendations wherever possible. With each mandate we strive to inject common sense, fairness, and thoughtfulness. Our team draws on 20+ years of transaction experience and overlays a very current and relevant “lens” on what is happening in the capital markets to our Valuation and Fairness Opinion mandates. Clients have remarked that this extra “ear to the ground” has provided unexpected insights and value in their transaction decision making process.
  • We need this done yesterday—how quickly can you turn this around?
    We can typically produce a Valuation report or Fairness Opinion in as little as 7-10 days. It really depends on how responsive your team is in providing information to us.
  • One, two, three Fairness Opinions—what’s happening here?
    With a lack of independence by Fairness Opinion providers being called out by the courts in a number of high profile cases in recent years, there is a push for companies to seek multiple Fairness Opinions. This is particularly the case where an investment bank stands to earn fees on the success of the underlying transaction. WDC is happy to follow in behind and provide a highly efficient and cost effective “back up” second or third Fairness Opinion where needed. The cost of that additional Fairness Opinion is not insignificant, but when compared to the cost of a failed transaction, it’s money very well invested.
  • How much bench strength do you have?
    Our core team is lean and mean, with unmatched responsiveness and integrity. We have capabilities to produce the same quality product as a large Bank or Consulting/Accounting firm, or better. We have dedicated variable resources, including CPA’s, CBV’s etc., at our disposal which we have worked with regularly on projects of all sizes. All of our deliverables are overseen by Senior team members (owners) with 20+ years of transaction experience.
  • Why bother getting a Fairness Opinion if it’s not specifically a legal/regulatory requirement?
    It really comes down to how well you like to sleep at night. Shareholder activism is now a primary business model for some investment firms, and when combined with the Internet, Boards of Directors and Management now have targets on their backs. This is why working with an a truly independent Advisor is as important as ever.
  • Why is a “Fixed Fee” Fairness Opinion so critically important?
    We won’t consider working on any basis where our fees are governed by the outcome of the underlying transaction, referred to as a “contingency fee” arrangement. That just doesn’t sit well with us, as it throws objectivity out the window. We will only work on a pre-defined fixed fee arrangement, with payment due at delivery of our Valuation Report or Opinion, regardless of the outcome of the associated transaction.
  • We hear this work is very expensive, how do you charge?
    Our clients have told us that our Valuation Reports and Opinions are priced very competitively against our larger peers in the market, but delivered quicker, and with greater insight and granularity. We would be happy to have a quick intro conversation and provide you with an indication of cost and timing.
  • What does independence really mean these days? Why don’t we just hire our Investment banker or Consulting/Accounting firm to advise us?
    By receiving a Valuation Report or a Fairness Opinion from your Investment banker or your Consulting/accounting firm it’s difficult to ensure 100% objectivity. If your Banker stands to make a success fee if the transaction they are advising you on closes, or if payment of their Advisory work is contingent on that transaction going through, the value of that Advisory is questionable at best to external stakeholders. The potential conflicts across these organizations has become unmanageable due to their size and scope.
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