Sell-side advisory
Maximizing the value of your sale
We build an Excel business plan grounded in your past results and specific future growth initiatives, set out your strengths in numbers in an information memorandum, and let several buyers compete. It is how private equity firms sell their portfolio companies, applied to your sale or succession.
WHAT WE DO
What we do
Sale strategy
We clarify your goals, timing and must-haves, and form a view of the likely buyers. We search beyond strategic buyers, including private equity funds and overseas companies, to find the best possible buyer.
Business plan and valuation
We build your plan the way buyers will read it, and give you a realistic price range. Because buyers care a great deal about how the business will continue after the owner steps down, we also advise on putting a succession team in place.
Marketing materials
We prepare an anonymous teaser and a detailed information memorandum.
Buyer outreach and auction
We select strategic and financial buyers in Japan and overseas, approach them with an anonymous teaser, share details only under NDA and run the bidding process.
Due diligence and negotiation
We manage buyer due diligence, negotiate the share purchase agreement (SPA) and see the deal through to closing.
Key deliverables
- Sale strategy memo
- Business plan
- Teaser
- Information memorandum
- Buyer list
- Bid comparison
- SPA issues list
HOW IT WORKS
How it works
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01
Preparation and strategy
We clarify your objectives and conditions, and identify likely buyers.
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02
Materials
We build the business plan and information memorandum, showing your strengths in numbers.
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03
Buyer outreach
We design a competitive auction process and approach buyers with an anonymous teaser, sharing details only under NDA.
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04
Bids and due diligence
We compare first-round indicative offers and select several bidders for the second round. After their due diligence and management presentations, we run the final round.
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05
Signing and closing
We negotiate terms such as representations and warranties, and support you from signing the SPA through to closing.
ADVISER OR INTERMEDIARY
Financial adviser or intermediary?
We normally act as a financial adviser representing the seller alone.
| Item | Financial adviser (our standard) | Intermediary |
|---|---|---|
| Role | Represents the seller and pursues the seller's interests. | Stands between seller and buyer and seeks terms both can accept. |
| Fees | Paid by the seller only. | Paid by both seller and buyer. |
| Conflicts of interest | Conflicts are structurally unlikely, as the adviser acts for one side only. | Because both sides pay, conflicts of interest must be managed. |
Depending on the size and circumstances, we may act as an intermediary instead. If so, we will explain in advance that we would also be paid by the buyer, and how we manage the conflict of interest.
FEES
Our fees
Fees are agreed case by case, once we understand the scope and size of the engagement. Sell-side mandates are fully success-based, with no upfront or monthly fee. We are paid only when the deal closes, so our goal is the same as yours. We set out the fee basis, and when fees become payable, in writing before you engage us.
CONFIDENTIALITY
How we protect confidentiality
Confidentiality starts with our first conversation. Buyers first see an anonymous teaser, and your company's name and details are shared only with those who have signed an NDA. We also plan with you when and how to tell employees and business partners.
CASE STUDY
Case study
4.2x
Sale of a digital marketing company serving the healthcare sector to a private equity fund, at 4.2x the initial valuation.
FAQ
FAQ
- Q.Can I talk to you before deciding to sell?
- Yes. Many conversations begin with whether and when to sell. We will help you lay out the options and what each involves. A sale is not always the best choice, and we will give you our candid view.
- Q.How long does a sale take?
- Typically six to twelve months from preparation to closing, depending on the number of buyers and how negotiations progress. Because we put particular care into the business plan and information memorandum, preparation tends to take longer than with a typical intermediary or financial adviser.
- Q.Can you approach overseas buyers?
- Yes. Our founder personally approaches buyers, prepares materials and negotiates in English, and we consider strategic and financial buyers in Japan and overseas.
- Q.Is there a minimum company size?
- We do not apply a fixed size threshold. Because our founder leads every mandate personally, we take on only a few at a time and may not be able to accept every engagement.