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Sell-Side Transactions Advisory

for mid-cap companies

Negotiating with Buyers

Our Expertise

Adveez assists privately held companies and their shareholders (Sellers) in selling share capital to Private Equity (PE) investors (Buyers).

  • We focus on the middle-market sell-side

  • We advise Sellers of European mid-cap companies with EVs of up to € 300 million

We have access to C-suite level at more than 100 private equity funds.

We precisely know their investment strategy and sector focus.

A give-and-take deal between PE investors and Sellers

Private equity investors have an edge:

They routinely buy and sell companies according to their investment objectives

Business owners have their own strategy:

They operate and grow businesses for a living and build assets private equity investors covet.

In this give-and-take, Adveez helps the Seller to get the upper hand on the Transaction

Adveez Private Equity Transactions Sell-Side Advisory

Our team has been engaged in the Private Equity business for more than 30 years:

  • We are insiders from both sides of the Private Equity buy-sell equation, and we are familiar with all the issues faced by those engaged in, or considering, a Private Equity middle-market buyout process.  

  • Thanks to its strong insight into the Private Equity Environment, Adveez will help Company Sellers navigate through the sometimes murky waters of middle market transactions.


Our advisory practice is skilled in optimizing deals and acting as a trustful partner for the Company's Shareholder and its management team.

Illustration of the Deal Process

Our private equity and corporate finance experts can build up significant value to the deal by doing the following:


Adveez works closely with the Company’s Seller and senior management team to obtain an in-depth understanding of the Company’s current business and future growth opportunities in order to facilitate its role as the primary contact for Investors.

Understanding the Company's business model, competitive position and corporate functions

Identifying and dealing with potential obstacles to the sale transaction

Analyzing strategic rationale for various Buyers/Investors groups.

Assisting the management to draft the historical and projected financial documentation

Compiling and reviewing Data Room information

Providing valuation analysis to assist Investors evaluations

Preparing marketing materials, including: the preliminary non naming short introduction of the Company (Teaser), the Executive Summary (ES), and the Confidential Information Memorandum (CIM) of the Transaction.

Selecting and finalizing a short-list of potential Buyers/Investors/Prospects with the Seller


Approaching potential Buyers/Prospects at C-suite level and sending the Teaser

Ascertaining Prospects interest in a potential Transaction

Following up with Prospects and sending the ES and NDA

After execution of the NDA, sending Prospects the CIM, and planning/organizing the due diligence process

Initial Investor Due Diligence

Adveez assists the Prospects and the Seller to perform the Initial Due diligence

Sending the interested Prospect a “Bid Process Letter” (BPL) outlining suggested timing and procedures

Company Presentation

Adveez organises meetings of the interested Prospects at the Company's offices

Company CEO and CFO give Prospects a detailed management presentation covering strategy, operations, product development and financials

Secondary Investor Due Diligence

Adveez helps the Seller communicate information to Investors for their Secondary Due Diligence

Giving Investors access to an online data room and facilitating the performance of their Secondary Due Diligence

Evaluation of the Investors' Offer

Adveez assists the Seller to solicit Letters of Interests (LOI) from Investors

Assisting the Seller to solicit Offers, Bid for purchase price, and suggested term-sheet of the Transaction from Investors

Assisting the Seller to evaluate Investors' Offers

Assisting the Seller to select a prevailing Buyer and to enter into an Exclusivity Period of negotiation

Negotiation & Closing of the Transaction

Adveez assits the Seller in the Final Due Diligence process of the Selected Buyer

Assisting the Seller to structure and close the Transaction

Assisting the Seller and its legal counsels to draft, negotiate and execute with the Buyer the Stock Purchase Agreement (SPA) and the ancillary documents

Ensuring timely follow-through and settlement of post-closing obligations

The investors
Investor type
Strategic Investor

Is most likely to pay the Seller the greatest amount of upfront proceeds

Stock or earn-out components can provide opportunities for future upside

Most strategic Buyers seek to buy 100% of targets

If the strategic Buyer is a competitor, due diligence process would require the Company to share sensitive information

Private Equity Investor

Private Equity investments can be structured as minority or majority control transactions

Allows the partial Seller/Entrepreneur to participate in the future upside of the Business

Even if structured as a minority investment, strategic Buyers will most likely demand some amount of control provisions

Less upfront proceeds to the Seller/Entrepreneur

Transaction Types

Below are two sample process types:

Negotiated Sale
Targeted Solicitation

Identifying 2-5 most sensible Prospects

Contacting these Prospects, sending Company information, and negotiating until an offer is accepted

Identifying group of 20-30 most likely Prospects

Contacting these Prospects, sending Company information, and requesting indications of interest




Pressure on Investors




Most confidential



Rapid if optimal candidate is identified; however, Investor dictates process and can introduce delays



Opportunity to capture preemptive value

Opportunity to accelerate closing

Greatest confidentiality

Reduced risk compared to auction

Signals credible alternatives to ultimate Investor

Maximum flexibility in timing and Investor selection


Serious loss of negotiating leverage with subsequent Investors if first Investor walks out

Less ability to dictate terms and timing

Not effective when logical Investor is not known

More difficult to close in a timely manner

Difficult to sustain competitive Investor interest

Adveez assists the Seller (shareholders) to craft a process, that accommodates their conditions for terms optimization, speed of execution, and confidentiality

Assisting the Company before the Transaction Process

It is critical that both the Seller and his Business be well prepared ahead of the Transaction process. Adveez assists the Seller to present his business in the best possible light:

Ensure Financials are ready & in order

Most potential Investors will require either reviewed or audited financial statements

Having Company's financials either audited or reviewed prior to the process will reduce the length of the diligence process

Review Corporate Documents 

Make sure all corporate documents (partnership agreements, by laws, etc...)  are up to date and reflect the current understanding among Shareholders

Properly document any informal or verbal agreements that are important to your business

Make Operating Metrics Readily Available

Potential Investors will want to understand the key operating metrics of the business

Being able to quickly access this data and valuation parameters will give to potential Investors increased confidence in the business and give the Seller more flexibility in negotiating terms 

Develop a Clear Rationale about Why the Seller is Pursuing  the Transaction

Potential Investors will want to understand why the Seller is choosing to pursue the desired Transaction now

The Seller being open and upfront with the Transaction rationale early in the process will help weed out potential Investors who may not agree with this rationale, and saving both sides significant time and effort

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