Sales & Divestitures 2017-05-25T15:18:56+00:00

Sales & Divestitures

PB&W assists owners and senior management groups that are considering selling all or part of their businesses. Our clients comprise both public and private firms and private equity groups from a variety industries located throughout North America and Western Europe.

We have extensive experience selling companies, subsidiaries and divisions with transaction values ranging between $20 million and $500 million. We have strong contacts with corporations, industry groups and financial institutions. Our relationships, discipline and experience enable us to quickly develop a focused and customized sale strategy for each client.

Our sales and divestiture services include:

Transaction Valuation Analysis

PB&W values each client company to determine the probable selling price of the business prior to contacting any potential buyers. This analysis includes the examination of potential synergy benefits, goodwill, forecasts and earnings per share impact on potential buyers. PB&W also values equity and debt securities of potential buyer when offered as payment for transactions.

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.

Negotiations

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
  • Collars
  • Escrows, Baskets & Caps
  • Earn-out agreements
  • Materiality & knowledge qualifiers
  • Non-compete agreements
  • Representations and warranties
  • Transition Service Agreements
 

Due Diligence

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.