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Mergers & acquisitions

Partner-led counsel for shareholders selling a company and for acquirers pursuing one, conducted with discretion from mandate to completion.

Every sale is singular

No two companies are sold for the same reasons or on the same terms. For one owner the priority is price; for another it is the future of a long-serving team, the continuity of a family name, or a role in the business for years to come. We begin by understanding which of these matters most to you.

Much of what a buyer will eventually pay is settled before the first bid arrives. Well-kept accounts, a persuasive account of the business, a carefully chosen field of bidders, and firm negotiation each add to the final figure, and each is our responsibility.

Throughout, discretion is paramount. Buyers are approached in stages, information is released only as interest is demonstrated, and your employees, customers, and competitors learn of a transaction only when you choose.

For acquirers, we apply the same rigor in reverse: defining the right target, approaching owners who are not actively selling, and agreeing terms that preserve value long after completion.

Who we work with

Shareholders and acquirers of established private companies.

Founders and principal owners

You built the company and intend to sell it on terms that honor the value you created and the people who helped create it.

Families with shared ownership

Ownership is spread across generations or branches of a family, and any transaction must be fair, well-governed, and broadly supported.

Acquirers with a defined strategy

You intend to grow through acquisition and want an advisor who can find, appraise, and win the right business.

Our M&A services

Each type of mandate below is directed personally by a partner.

Exclusive sale mandates

Whitcombe readies the business for scrutiny, draws up a short list of corporate and sponsor buyers with a compelling rationale, and runs a managed auction in which each bid is measured against the others. Nothing moves forward without your consent.

Suited to: shareholders who have decided to sell and want price and terms tested by real competition.

Recapitalizations

An institutional investor takes a meaningful position, frequently a majority, and you keep the remainder along with day-to-day leadership. Part of your wealth is secured now, and the stake you retain shares in the value of a later exit.

Suited to: proprietors who want to diversify their wealth while staying at the helm.

Acquisition advisory

Working from your strategy, we set the screening criteria, map the field of candidates, and make a confidential first approach to their owners, many of whom have no plans to sell. Valuation, structure, and the negotiation itself are ours to lead.

Suited to: corporate acquirers and sponsors building a platform or adding to one.

Management buyouts

The executives who run the company purchase it, funded by lenders, deferred consideration from the vendor, and occasionally an institutional backer. We arrive at a defensible price and a borrowing level the business can bear comfortably.

Suited to: vendors who prize continuity, and executives ready to become proprietors.

Family succession

Passing a company between generations involves delicate judgments about fairness among relatives, how the purchase is funded, and who will hold authority afterward. We bring an impartial valuation, a workable funding plan, and governance advice before any shares change hands.

Suited to: family enterprises preparing for a handover in the coming years.

Divestitures

Disposing of a subsidiary, division, or product line means untangling staff, systems, and shared contracts. We map that untangling early, so buyers see a self-standing business and the parent carries on without disruption.

Suited to: groups sharpening their focus or freeing capital tied up in a peripheral unit.

From mandate to completion

A sale typically takes six to nine months. The stages, their usual timing, and your part in each are set out below.

  1. EvaluationWeeks 1 to 4

    We study the trading record, the customer roster, the principal contracts, the leadership bench, and the state of your market, then give you a frank opinion on value and on the questions a purchaser is bound to ask.

    From you: several working sessions, plus three years of accounts and tax filings.

  2. PreparationWeeks 4 to 10

    A valuation model, the information memorandum, and a fully indexed virtual data room are assembled, and together we agree the buyers to approach and the order of approach.

    From you: comments on drafts, and quiet assistance from one or two trusted lieutenants.

  3. ApproachMonths 3 to 5

    Chosen buyers are sent a no-names profile. Once a non-disclosure agreement is signed, they receive the memorandum, meet the leadership team, and table non-binding proposals.

    From you: attendance at a small number of buyer meetings, each rehearsed with us.

  4. NegotiationMonths 5 to 6

    Proposals are assessed on headline value, form of consideration, conditions, and deliverability. The front-runners are pressed to improve, and heads of terms are settled to protect your position through diligence.

    From you: your judgment on the compromises that matter most.

  5. CompletionMonths 6 to 9

    We manage the purchaser’s due diligence, keep counsel and accountants aligned, address difficulties promptly, and guide the deal to signature and settlement.

    From you: timely replies, and a business that keeps performing while the sale is finalized.

What we promise

The standards every M&A client can expect.

Partner leadership

A partner leads your mandate and is present at every meeting of consequence.

Complete discretion

Information is released in stages, and only with your approval.

Measured counsel

If waiting or preparing would serve you better, we will say so.

Shared interest

Our reward is tied chiefly to a successful completion.

Questions from shareholders

How long does a sale take?

Allow six to nine months from the start of preparation. A company with orderly records can move faster, while layered ownership or regulatory consents can extend the timetable, which we set with you at the outset.

How is my company valued?

Purchasers weigh durable profits, growth, margins, dependence on major customers, and depth of management, and they benchmark against comparable deals. We consider all of that, then ask which particular buyers stand to gain the most, because those buyers tend to pay the most.

Can I retain a stake in the company?

Certainly. Selling a majority or minority holding while keeping the rest is common among our clients, many of whom continue to run the business. That retained interest can be worth a great deal when the company changes hands again.

How is confidentiality preserved?

The first document a buyer sees does not name your company. Identifying material follows only under a signed non-disclosure agreement, the most commercially sensitive data is reserved for the preferred bidder, and we plan with you the timing and manner of telling your staff.

Who are the likely buyers?

Trade buyers in your sector or neighboring ones, private equity houses, and family investment offices. They value a business through different lenses, and a well-run process lets them compete on terms as well as price.

What role will I have after completion?

That is for you and the buyer to agree, and we negotiate it as carefully as price. Some owners stay for a short handover; others continue to lead the company for years, particularly after a recapitalization.

How are the proceeds paid?

Usually most of the price is paid at completion, sometimes with a portion deferred, held in escrow, or linked to future performance through an earnout. We explain each element and negotiate to maximize the certain value you receive.

How are your fees structured?

A modest monthly retainer is charged during preparation; the remainder is a completion fee calculated on transaction value. Both are recorded in an engagement letter, and an introductory meeting is free of charge.

Arrange a private conversation

Send a short note describing your company and the decision ahead of you. A partner will reply personally, and your message will be held in strict confidence.

info@whitcombecapital.com
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