MERGERS & ACQUISITIONS

The asking price of an FP Transitions open-market acquisition takes into account a few different factors. First, and most importantly, it accounts for the fair-market value of the business (this type of valuation assesses a business based on its desirability to an external buyer). Second, it accounts for expected deal terms or desired including length of note, any consulting from the exiting owner, and if a seller would like to do a Sell and Stay arrangement. Third, it accounts for seller preference and criteria and how it might affect the expected demand for the business: Are there specific service offerings that must be available from the acquiring business? Is it a priority that some of the seller’s team be retained post-sale? Is there an office space that must be maintained for a certain amount of time? Ultimately, the asking price is set by a seller–though under the guidance of a M&A consultant and with these factors in mind. The final selling price is a matter of negotiation between buyer and seller.

Deal terms vary, and most sellers are primarily looking at partners based on overall fit and strategic strategy rather than terms. That being said, most deals have a combination of cash consideration at closing, contingent consideration (usually in the form of an adjustable promissory note), consulting compensation, consideration for restrictive covenants and in some cases equity or future upside delivered in different forms.

The mix and allocation of these terms are determined by the needs of the parties, and are also a function of the length of the buy-out or partnership, and the timing and timeline for the parties.

Making an inquiry on an FP Transitions acquisition opportunity is free and confidential.

1. Log in to your customer portal (free and paid member access)

2.Sign in or set up your access by answering just a few questions about your business

3. Navigate to Practices for Sale and Select the Opportunity you’d like to inquire on

4. From the opportunity page, click “Inquire Now”

5. Fill out the 3 page inquiry form – this tells us about your business and helps us determine if you’re a good match.

6. On the third page you’ll be asked to describe “Why do you think your firm would be a good fit for this opportunity” and offer additional details about your firm --- This is your chance to make your first impression. Address specific details and seller priorities from the listing and articulate how you meet them. Add anything else important about why you think this opportunity in particular Is a good fit. This is NOT the place to make an offer or simply ask a seller to call you. This information is what our team and the seller will use to narrow down potential buyers to move to the next phase of the process.

7. You should receive a confirmation email to the address provided and you can see your inquiries and their statuses on your customer portal dashboard

8. Be aware that it can take a few weeks for a seller to narrow inquiries and for our team to send out notifications to all inquirers.

When in inquiring on a business for sale, you will be asked why you think your firm is a good fit for the opportunity and to offer any additional details that might help demonstrate your status as a “qualified buyer” for the opportunity. This is your first impression to the seller and is critical to whether or not you move on to the next phase of the acquisition process.

DO address specific seller criteria and priorities from the public listing. If they were important enough to include in the listing details, a seller will be specifically looking for buyers to meet these points. How does your firm meet the criteria provided?

DO highlight any business attributes that you think set you apart from your competitors.

DO be clear, concise, and courteous.

DON’T make your offer in the inquiry message.

DON’T use one or two sentence messages that don’t answer the question. Simply asking a seller to “call you” will not move you forward in the process.

DON’T forget to tailor your standard inquiry response to each individual inquiry. This is not a good place to make an offer on the business or simply ask a seller to “call you.” Avoid using a canned inquiry response that isn’t tailored to the specific opportunity.

No, the open market considers all inquiries submitted regardless of paid membership status. That being said, EMS members tend to be more successful in moving forward in the process because their membership services improve their business’s ability to meet seller criteria and submit a well-articulated inquiry. Members have taken action to monitor value and improve their business which not only produces a more valuable candidate but demonstrates the businesses commitment to growth. Members have access to consultants that help them to build a targeted acquisition strategy and how to match their priorities with the details of a listing to give them a good idea of a match before they inquire. They also have access to inquiry support which makes them better able to articulate their fit in an inquiry message and tailor it to the specific acquisition opportunity.

You are empowered to check your live status any time by logging into your member portal. We would love to be able to contact each inquiry, but open market opportunities receive an average of 75 inquiries, sometimes north of 150. The FP Transitions team and seller review each inquiry that is submitted, which takes time. If the seller would like to learn more about your firm, a member of the M&A team will contact you to discuss the next steps.
 
Once reviewed, your inquiry will move from "Submitted" to "Processed". While in "Processed", your inquiry is still in consideration, and will move to "Finalist" if  the seller would like to speak with you. 

Part of the seller support that FP Transitions offers is a stream-lined method for filtering inquiries based on seller criteria and information provided in the inquiry form and message. This filtering always includes a review from one of our M&A team to ensure that all potential matches are identified. Potential buyers are presented to a seller based on these filters, but ALL inquiries are available to sellers. Our job is to make the process of selling easier while ensuring ultimate decision-making power is fully informed and completely in the hands of the seller.

The full process can be a lengthy one. There are many phases of the process that allow a seller to narrow down buyer candidates as well as for parties to confidentially understand each other’s businesses better.

1. Initial inquiry review

2. A handful of potential buyers are chosen to sign an NDA and have an introductory meeting with the seller

3. A few of these candidates may then be invited to make a written offer

4. Once an offer is chosen, due diligence and deal negotiations begin

5. Closing

Please note that there is no guarantee that any candidates will move forward from one phase to the next. If a good match doesn’t present itself, sellers can choose to take a step back in the process and revisit inquiries or meetings already conducted or even solicit a new round of inquiries.

On average, the open market M&A process lasts 8-10 months. Each seller get a dedicated M&A consultant to act as a consultative guide to navigate the marketplace and valuate their wants, needs, and pathways ahead.

Check out the FP Open Market Roadmap for a high level step by step view.