5: Meet the Parties

In certain circumstances, we may request an indication of interest (IOI) prior to granting a meeting with the seller. If your IOI is approved, then we may grant a meeting. An IOI precedes a letter of intent (LOI) and is not accepted or rejected by the seller; therefore, it is non-binding.

Asking Questions or Requesting Additional Information

If you have a significant number of questions about a particular business, we can arrange a phone call, virtual meeting, or face-to-face meeting with you and the seller to answer them.

Important—We don’t recommend emailing a list of questions to us or the seller unless they’re simple and straightforward. Requests for highly detailed information and subjective questions that require elaborate answers can send the wrong message to the seller, are difficult to answer via text, and tend to result in a delayed response. We recommend saving any detailed questions or document requests for after an initial meeting with the owners or management team. This saves time for both parties and reduces the risk of potential miscommunication.

If you have additional questions after reviewing the CIM and would like to set up a call, please contact us and let us know if your questions are related to the operations of the business or our process.

• If the questions are related to the business and its operations, then we will set up a call or meeting with the seller.
• If the questions are related to our process, you can contact us directly.

Note that we cannot provide any additional information on the business beyond what we have already provided in the CIM. We have included everything that we know about the business in the CIM.

Demonstrate Your Qualifications

Information about the business is released to you in stages, in a specific order, as you express your interest and provide documentation to confirm your financial, operational, and other qualifications.

• If you’re an individual buyer or search fund, you can speed up this process considerably by providing us with your credit report, resume or C.V., a bank statement showing proof of the cash down payment, and any other relevant information.
• If you represent a family office, we also recommend providing any information you’re comfortable sharing to demonstrate your qualifications.
• Likewise, if you represent a corporate acquirer, you can share a list of your previous acquisitions, or financial information about your company.

 Regardless of the type of buyer you are, the earlier in the process you confirm your financial qualifications, the sooner sellers will reciprocate by disclosing information about their company.

Face-to-Face Meetings (If Applicable)

In certain circumstances, we can also arrange a time to meet the owners or management team face-to-face or a site tour. The parties find these initial meetings are low-key and largely stress-free. These are “get to know you” meetings. Having third-party professional advisors attend isn’t ideal to facilitate open conversation, so we often elect not to participate in these meetings

When touring the business, ask as many questions as you want about the operations, provided they aren’t sensitive, such as names of customers. We also recommend sharing information about yourself, such as your background and experience and why you think you may be a good fit to acquire the business.

Topics to Avoid During the Initial Meeting

• Asking to see sensitive information, such as tax returns and bank statements
• Discussing or attempting to negotiate financial aspects of the transaction, such as the asking price or terms. Please contact us regarding all negotiations.
• Requesting disclosure of proprietary information or trade secrets
• Discussing other terms of the transaction

Limit the Number of Meetings

We recommend limiting the number of meetings you request prior to submitting an LOI. There’s no magic formula, but the right number of meetings between the seller and a potential buyer is usually between one and three. Most sellers aren’t willing to arrange too many, feeling that if a buyer hasn’t made an offer after a few meetings, they may not be serious about buying the business.

Confidentiality

Please do not contact any company employees, suppliers, or customers to keep the pending sale confidential.

Handling Negotiations

In select circumstances, we may facilitate an email introduction to the seller so you can arrange a meeting, however, all negotiations pertaining to price or terms must be conducted through Morgan & Westfield. Please refrain from discussing these matters directly with the seller. Additionally, please include us in all correspondence with the seller.

Please be reminded that Clause 4.0 of our Non-Disclosure Agreement stipulates:

“The Buyer may communicate directly with the Seller only to the extent permitted by Morgan & Westfield in writing or via email. However, all discussions and negotiations regarding the Transaction must be managed directly through Morgan & Westfield, and the Buyer is required to CC Morgan & Westfield on all emails.“

If we provide a direct introduction to the seller, we reserve the right to revoke these permissions at our discretion.

Frequently Asked Questions

Can I tour the business? Tours may be arranged in certain circumstances, however, we recommend arranging a call and/or face-to-face meeting with the seller prior to requesting a tour of their business.

How long does it take from signing an NDA to meeting the seller? The timeframe depends on the seller’s availability to arrange a call or meeting, and the number of buyers we are currently negotiating with.

Can we talk with you before setting up a call with the seller? Yes, however, we cannot provide any additional information on the business beyond what we have already provided you. We have included everything that we know and can disclose to you in the CIM.

Is a face-to-face meeting necessary? Face-to-face meetings are generally not necessary, although they can be helpful if the seller is considering multiple buyers and you are requesting the seller to finance a portion of the sale.