How we work: selling a company step by step.

Boutique M&A advisory for business owners selling their companies. Warsaw, since 2012.

Below we describe, step by step, how we sell companies: five phases and around 12 months. For each one we explain what we do, what you do and where the buyers come from. Confidentially, without chaos, and with someone on your side of the table.

See the process

Five phases in brief.

From preparation to the signed agreement takes around 12 months. The process is proven and repeatable and has been delivering results for well over a decade. Select a phase to go to its description. The first one is described in the most detail.

• 1 Preparation We get to know the company, research the market, prepare the offer and the buyer list 2 months
• 2 Live phase We reach decision-makers, collect NDAs, present the company 3 months
• 3 Negotiations Initial offers and written deal terms 2 months
• 4 Due diligence The buyer examines the company 2 months
• 5 Legal phase Agreement, closing, funds in your account 3 months

Timings are indicative. The phases partly overlap, and the pace depends mainly on how well the company is prepared and how many buyers are actually competing to buy it.

Phase by phase

Preparation

2 months

The first two months hold the most work, none of it visible from the outside. There is no ready-made investor database, so we get to know the company, research the market and prepare the approach to every selected potential buyer. Until then nobody but us knows the company is for sale.

• 5 briefing sessions with you before going to market
• 50–200 carefully selected potential buyers, from Poland and around the world
• approx. 500 contacts in the live phase to build demand and get the right potential buyers interested
• 4–8 meetings with buyers who are seriously interested

Next: the seven tasks of this phase. From the briefing session to the mock negotiation. We describe each one separately, split into what we do and what you do.

Briefing session

Phase 1, weeks 1–3

We get to know your company from the inside. We do not talk about potential buyers at this stage yet.

On our side. We focus solely on understanding the business: we talk about the company’s history, revenue sources, customers and team, and what sets it apart from competitors. We also gather what the numbers do not show, and establish the terms on which you want to sell.

On your side. You set aside several long meetings for the sessions, provide documents and describe the company the way only you know it.

Result. A description of the company and its strengths.

Market mapping

Phase 1, weeks 2–4

Before the first list is drawn up, we check who in your industry is buying and why.

On our side. We draw a map of the industry: segments, supply chain, adjacent industries and countries where companies grow through acquisitions. We research who has bought similar companies in recent years, because that is the best clue as to who will buy the next one.

On your side. You complement our assumptions with first-hand knowledge: who is consolidating, who is entering the market, who would like to take over your customers.

Result. A market map with groups of potential buyers.

Selection of potential buyers

Phase 1, weeks 3–6

From the market map and thousands of verified companies and investors we select, using our own methodology, 50 to 200 potential buyers from Poland and around the world. This is not a random list.

On our side. We assess each potential buyer individually: owner, results, financial capacity, past acquisitions and strategy. Those lacking the funds or a reason drop out; for the rest we note what they would gain from acquiring your company. Only those who may really be interested remain.

On your side. You review the list with us, cross out, add, point out companies the offer must not reach, and approve it before anyone is invited to talk.

Result. An approved list of carefully selected potential buyers, with the rationale for each one.

The offer for buyers

Phase 1, weeks 4–6

Two documents: the first does not allow the company to be identified; the second is detailed and goes only to those who have signed a non-disclosure agreement.

On our side. We prepare an anonymous company profile (teaser) and an information memorandum. The memorandum is a presentation with full data that lets a potential buyer decide whether to go further and meet you. For foreign buyers we produce English versions with an explanation of Polish legal and tax realities.

On your side. You read both documents and confirm the data is accurate. The first must not allow the company to be identified; the second is more detailed.

Result. An anonymous company profile and an information memorandum.

Decision-makers

Phase 1, weeks 5–7

A list of potential buyers is not yet a list of people. For each one we identify the person who decides on acquisitions.

On our side. We establish who decides on acquisitions in a given company or fund: the owner, CEO, head of corporate development or a partner. We check whether they still hold that role, what language they speak and the easiest route to reach them – through our Fusio partners in their countries if needed.

On your side. If you know someone on the list personally, you tell us. One familiar name can shorten the road by several weeks.

Result. For every potential buyer: a name, a role and a way to reach them.

Messages and calls

Phase 1, weeks 7–8

We write the message separately for each buyer group, because a fund is interested in different things than a competitor.

On our side. We prepare messages and call scripts for specific recipients. In the live phase we make around 500 contacts – messages and calls to selected potential buyers – to build demand and get the right companies and investors interested. We also set the order of contacts, including who receives the information last.

On your side. You approve the content and the order of contacts. Nothing goes out without your consent.

Result. Ready messages and a plan for the first contacts.

Mock negotiation session

Phase 1, week 8, full day

We cannot learn from our mistakes in front of a real buyer, so we spend a full day practising under controlled conditions.

On our side. Playing the buyer, we ask the questions an interested party will ask: about results, customers, the company’s dependence on the owner and the deal terms. Then we go through the answers and run a mock negotiation. We also practise communicating in English, because some buyers come from abroad.

On your side. You set aside a full day and, if it makes sense, bring the people who will be with you in the meetings. You hear the hard questions for the first time with us, not in front of a buyer.

Result. Consistent answers and readiness for the first meeting with a buyer.

Live phase

3 months

The company goes to market, but still without its name. We reach the people who decide on acquisitions at the buyers and present them with an anonymous proposal. The name is revealed only after a non-disclosure agreement is signed.

On our side. We establish who decides on acquisitions on the buyers’ side, reach those people and collect signed non-disclosure agreements. Then we present the company and lead all the meetings.

On your side. You join the meetings with those buyers who, after the presentation, want to meet the owner, and answer the questions only you can answer.

Across the table. Buyers learn the company’s name only after signing a non-disclosure agreement. Who they are and how we reach them is described in the section “Where the buyers come from”.

What to watch out for. Information leaks. That is why we decide who receives further information and when, and competitors receive it last.

Result of the phase. 4 to 8 meetings with buyers who know the company, have signed an NDA and are seriously interested.

Negotiations

2 months

After the presentations the conversation turns to terms. Buyers submit initial offers and we keep many of them interested until one accepts the terms you care about.

On our side. We keep the interest up, collect initial offers, negotiate and write down all the deal terms, and make sure the pace of the talks does not drop.

On your side. You decide what matters most to you: the price, payment dates, the transition period after the sale, what happens to the employees. You choose the buyer you go forward with.

Across the table. Several buyers discuss the company at the same time and each knows they may be outbid. That improves the terms, so we run the talks in parallel until the end of this phase.

What to watch out for. The price is one thing, the terms another. Earn-outs, deferred payments and the transition period can change the value of an offer more than the price itself.

Result of the phase. A chosen buyer and written deal terms.

Due diligence

2 months

The buyer examines the company. It is important that the audit brings no surprises and does not become a pretext for lowering the price.

On our side. We prepare you and the company for the audit in advance, organise it technically and resolve the problems that come up.

On your side. You answer questions and provide documents, while running the company so that results do not slip.

Across the table. The buyer and their advisers ask about finance, legal matters, tax, contracts and employees. They check whether what they heard in the presentation matches the documents.

What to watch out for. Attempts to lower the price over minor findings. The best protection is preparing the company for the audit in advance.

Result of the phase. A completed audit and a list of issues to resolve in the agreement.

Legal phase

3 months

Lawyers on both sides negotiate the sale agreement. We make sure the legal wording does not drift from the commercial terms, and lead the transaction to closing day.

On our side. We help you engage a lawyer of the right calibre (we recommend proven ones), coordinate and oversee the legal advisers’ work, resolve problems and organise the closing.

On your side. You read and understand what you sign, together with your own lawyer and tax adviser. You decide which warranties and obligations you accept.

Across the table. The buyer’s lawyers protect the buyer’s interest. We make sure the terms agreed earlier are not changed along the way.

What to watch out for. Warranties given by the seller, a non-compete broader than you assumed, and part of the price tied to the company’s future results.

Result of the phase. A signed agreement, a closed transaction and funds in your account.

• 1 Preparation
• 2 Live phase
• 3 Negotiations
• 4 Due diligence
• 5 Legal phase

Where the buyers come from.

There is no ready-made investor database. We select the buyers ourselves, using our own methodology, reach the people who decide on acquisitions, and only then talk about your company. Demand is what creates the price, so we build it from potential buyers carefully matched to your company.

• Strategic buyers Who they are Your company’s competitors, suppliers and customers, and companies from adjacent industries that want to gain customers, capabilities, a production plant or entry into a new market. How we reach them Directly to the owner, CEO or the board member responsible for development. They receive an anonymous company profile and learn the name only after signing an NDA. What we pay attention to They buy synergies, so they can often pay the most, but they also get a close look at the company. That is why you indicate which companies we do not approach, and competitors receive the details last.

Strategic buyers

Your company’s competitors, suppliers and customers, and companies from adjacent industries that want to gain customers, capabilities, a production plant or entry into a new market.

Directly to the owner, CEO or the board member responsible for development. They receive an anonymous company profile and learn the name only after signing an NDA.

They buy synergies, so they can often pay the most, but they also get a close look at the company. That is why you indicate which companies we do not approach, and competitors receive the details last.

• Funds and financial investors Who they are Private equity funds, family offices and investors building a group of companies in one industry through successive acquisitions, or looking for a company to become the platform for a new group. How we reach them To the partners and investment directors who have a mandate for deals of that size and in that industry – not to generic contact inboxes. What we pay attention to They pay for recurring profits and for a team that stays with the company. They often want the owner to remain for a transition period or to reinvest part of the proceeds.

Funds and financial investors

Private equity funds, family offices and investors building a group of companies in one industry through successive acquisitions, or looking for a company to become the platform for a new group.

To the partners and investment directors who have a mandate for deals of that size and in that industry – not to generic contact inboxes.

They pay for recurring profits and for a team that stays with the company. They often want the owner to remain for a transition period or to reinvest part of the proceeds.

• Foreign buyers Who they are Foreign companies and funds that want to enter Poland or strengthen their position here. In every second transaction of ours the buyer comes from abroad. How we reach them Directly and through Fusio Global Advisors, an international alliance of M&A advisers: CapEQ (United Kingdom, Lithuania), Consus Partner (Germany, Austria, Switzerland), FBM (Benelux) and MasCorporate (Spain). Each of them knows the buyers in their own market. What we pay attention to They need more explanation of the Polish market, law and tax, so we prepare the materials and the presentation with a reader from outside Poland in mind.

Foreign buyers

Foreign companies and funds that want to enter Poland or strengthen their position here. In every second transaction of ours the buyer comes from abroad.

Directly and through Fusio Global Advisors, an international alliance of M&A advisers: CapEQ (United Kingdom, Lithuania), Consus Partner (Germany, Austria, Switzerland), FBM (Benelux) and MasCorporate (Spain). Each of them knows the buyers in their own market.

They need more explanation of the Polish market, law and tax, so we prepare the materials and the presentation with a reader from outside Poland in mind.

• Managers and private investors Who they are Entrepreneurs and private investors looking for a company to run, as well as the management or key managers who want to buy out the company they work in. How we reach them Through direct conversations. We approach the team only when you decide you want to consider that route, and the news of the sale does not leave that circle. What we pay attention to They less often have all the capital, so the price is often made up of several parts and requires external financing. That is why, before the conversation goes further, we check where the money comes from.

Managers and private investors

Entrepreneurs and private investors looking for a company to run, as well as the management or key managers who want to buy out the company they work in.

Through direct conversations. We approach the team only when you decide you want to consider that route, and the news of the sale does not leave that circle.

They less often have all the capital, so the price is often made up of several parts and requires external financing. That is why, before the conversation goes further, we check where the money comes from.

We work exclusively on the seller’s side, so the buyer is never our client.

Where to start? With a conversation.

Confidential and with no commitment. Tell us about the company and why the thought of selling came up. You talk to an experienced partner, not a sales team.

Book a call

Too early for a conversation? Start with the Sellability Check.

It is a good way to open the conversation. You see how sellable your company is, and we know where to start when we meet.

Check your company

+48 604 493 293

kontakt@redherring.pl