Descriptive Memorandum & Management Presentation
We assist senior management and the owners in formulating a descriptive memorandum which provides a potential suitor with key information, key considerations and value drivers regarding the client’s business. PB&W also assists in formulating and preparing for management presentations to include preparing senior management for presentations.
We assist our clients, their senior management teams and legal advisors in negotiating optimal pricing and terms and conditions for each transaction. PB&W professionals work closely with their client’s legal advisors and accountants throughout the sale process. We have extensive experience in negotiating transaction terms and conditions (Letters of Intent and Purchase and Sale Agreements), to include:
- Transaction Value and Pricing
- Operational issues
- Transaction Structure
- Exclusivity periods
- Purchase price adjustments (net working capital)
- Break-up fees
- Escrows, Baskets & Caps
- Earn-out agreements
- Materiality & knowledge qualifiers
- Non-compete agreements
- Representations and warranties
- Transition Service Agreements
We also support the gathering and implementation of virtual data room (due diligence) information, to include reviewing and managing such information. PB&W Professionals organize and oversee due diligence meeting and assist senior management in responding to detailed information requests throughout the entire sale process.