A Brief Overview
De NES Partners, LLC was founded in 2013 by two senior professionals with over a combined 40 years of mergers & acquisitions advisory experience who were responsible for running the investment banking practice for CBIZ, Inc., an $800 million professional services firm traded on the New York Stock Exchange (NYSE: CBZ).
De NES Partners focuses on representing single and multi-generational family and other privately-held businesses across the United States with revenue between $10-250 million, and works across the full spectrum of manufacturing, distribution, and company-to-company business services.
Our business owner clients consider transactions typically following a formal estate or succession planning process, the receipt of an unsolicited offer from a strategic or financial buyer, or the need to buy out a partner or family member.
Transactions can take the form of either an outright 100% sale where clients are ready to step away from the business and enjoy the financial rewards of their success, or a partial sale (recapitalization), where clients take money off the table, usually for estate planning purposes, while partnering with sophisticated investors, usually private equity firms, which can help clients more aggressively expand the business. For example, private equity firms can provide additional capital and expertise for new product line introductions or extensions, facility expansions, minority partner buyouts, and/or acquisition purposes, as well as other strategic assistance while allowing the business owners to reduce their personal and financial risk.
De NES’ Managing Partners have sold clients to some of the most sophisticated buyers in the world, including companies listed on the NYSE, NASDAQ, Toronto, Irish and London Stock Exchanges, as well as numerous private equity firms.
Our Process & How We Add Value
BEFORE being engaged, De NES Partners will work with business owners to carefully understand their objectives and evaluate the feasibility of a transaction. As part of this work, we will provide (at no-cost):
- (i) specific guidance regarding valuation;
- (ii) a list of prospective acquirers/partners (including public and private, strategic and financial, domestic and foreign targets);
- (iii) a recommendation regarding marketing approaches (one buyer vs. limited auction vs. broad auction);
- (iv) an outline of our confidentiality procedures; and
- (v) an overview of our fees.
If we jointly determine that it makes sense to delay a transaction to allow the business to capture some incremental revenue and profit growth that will help drive value, De NES Partners will offer operational and financial guidance to help ownership implement certain changes to help position the company to capture additional value with an eye towards a future transaction.
Once engaged, De NES Partners creates value for its clients through the following activities:
- Completing a thorough business review to identify operational and financial strengths
- Authoring carefully-crafted seller documents articulating the value proposition of our client
- Utilizing our extensive domestic and international buyer contacts to generate buyer competition through a tightly-managed, confidential auction process
- Structuring the sale to ensure favorable tax treatment
- Managing the due diligence effort to ensure a timely and successful closing
Summary of Transaction Process (Full Sale)
Preparation and Assessment
- Perform detailed financial analysis and discuss projections
- Evaluate tax matters
- Update valuation (used in negotiating best price)
- Refine and prioritize Buyer/Investor list
- Prepare Investor non-disclosure agreements
- Prepare memorandum and presentation
- Finalize recap/sale strategy
- Approach Investors with no-names summary
- Negotiate and execute non-disclosure agreements
- Provide info memo and process letter
- Set up Virtual Data Room to provide buyers access to seller’s confidential information
- Respond to inquiries
- Arrange conference calls, if requested
Meet and Negotiate, Select Final Investor(s)
- Receive and assess indications of interest (IOI)
- Determine next steps based on proposals (may limit the universe)
- Schedule visits with management
- Answer additional Investor inquiries
- Receive letters of intent (LOI)
- Negotiate to improve LOIs and select best offer
- Execute LOI
Execution, Final Negotiation & Closure
- Establish detailed process to close and define roles
- Conduct efficient due diligence
- Assist management in negotiating final details of equity arrangements
- Negotiate definitive agreements (in conjunction with counsel)
- Satisfy closing conditions
- Close Transaction / Wire Proceeds