Business Sale and Divestments
Strategic business sales and divestments enable companies and shareholders to optimise their holdings, reallocate resources, and unlock value. These transactions present opportunities for businesses to refocus on core competencies and for key shareholders and founders to realise the rewards of their entrepreneurial efforts. Whether pursuing a full exit or a targeted divestment, these decisions allow companies to adapt to evolving market dynamics, raise capital for new ventures, or transition ownership to well-positioned buyers who can take the business to new heights.
Caldera Capital specialises in guiding clients through the intricate process of business sales and divestments, providing expert advice and unwavering support from initial strategic assessment to final transaction execution.
Business sale and divestment strategies for value realisation
Caldera Capital recognises that every business sale or divestment is unique. The firm's experienced team works closely with clients to develop customised strategies that address their specific goals and circumstances. Whether it's a founder looking to exit, a family business planning for succession, or a corporation divesting a non-core division, our deal team has the expertise to guide clients through the process.
Comprehensive execution across business sale transactions
Caldera Capital provides end-to-end execution support across a wide range of business sale and divestment transactions, ensuring clients achieve their strategic objectives and maximise value realisation. The firm's deep expertise spans the full spectrum of sell-side transactions, from full trade sales and private equity exits to complex carve-outs and distressed situations.
Our deal team offers long-term support, acting as a trusted advisor throughout the entire transaction lifecycle. Caldera Capital works closely with clients to prepare the business for sale, identify and engage with potential buyers, negotiate optimal deal terms, and ensure a smooth transition. The firm's goal is to help clients realise the full potential of their business through the transaction and achieve the best possible outcome attainable at the time.
Full business sale
Advise on the sale of the entire business to strategic acquirers or financial sponsors, including private equity firms, maximising value for shareholders.
Carve-outs
Plan and execute the sale of a division, subsidiary, or product line, ensuring business continuity, optimising deal terms, and unlocking value.
Divestments
Assist groups in divesting non-core assets or businesses to streamline operations, reinvest in core competencies, and enhance shareholder returns.
Private equity exits
Advise private equity firms on realising successful portfolio company exits through trade sales, secondary buyouts, or initial public offerings.
Spin-offs
Guide businesses through the process of separating a business unit or division into a standalone entity, creating value for shareholders and enabling strategic focus.
Management buyouts (MBOs)
Assist management teams in acquiring the business they operate, securing funding, negotiating deal terms, and aligning stakeholder interests.
Cross-border transactions
Provide expertise in managing international business sales and divestments, addressing country-specific regulatory, tax, and cultural considerations.
IPO independent advice
Provide objective guidance on IPO readiness, valuation, timing, and strategic alternatives as an independent advisor to the board and management.
Navigating the complex landscape of business sales and divestments
Executing successful M&A transactions requires a strategic approach that encompasses a strategic vision, target identification, valuations, due diligence, negotiation, and post-merger integration. Several key factors can significantly influence the outcome of an M&A deal, including strategic fit, synergy potential, cultural compatibility, and the ability to execute the integration plan effectively.
These key considerations serve as critical factors in M&A transactions. The importance of each factor will vary based on the unique circumstances and objectives of each deal.
- Receptivity of the market to the business sale or divestment narrative at the chosen time.
- Alignment of industry trends, business performance, and exit objectives.
- Impact of macroeconomic factors and geopolitical risks on buyer appetite and valuations.
- Coordination of the sale or divestment process with strategic business initiatives and milestones.
- Potential for further business optimisation to capitalise on favourable market conditions.
- Consideration of the regulatory environment and any potential changes that could impact the business or the transaction.
- Assessment of the competitive landscape and potential impact on the sale process.
- Availability and cost of financing for potential buyers, and its impact on deal structures and feasibility.
- Strength and credibility of the transaction thesis and value proposition.
- Adaptability of the business narrative to address different buyer perspectives and concerns (e.g., strategic buyers, financial sponsors, management teams, public markets).
- Completeness in presenting the business to potential buyers and internally to shareholders and the full team, linking the below points to the sale or divestment strategy and objectives:
- Highlighting the key strengths and competitive advantages of the business in a coherent way.
- Comprehensive mapping of growth opportunities across products, services, markets, and geographies.
- Clear articulation of the company's market position and future potential.
- Identification of value creation levers, such as operational improvements, technology adoption, or strategic partnerships.
- Demonstration of the management team's track record and ability to execute the business strategy.
- Potential for synergies or strategic fit with potential buyers.
- Cultural fit assessment and plans for post-transaction integration or separation.
- Ability to articulate the business narrative's key highlights while addressing the specific focus areas of various stakeholder groups (e.g., buyers, shareholders, employees, customers, regulators).
- Consistency of the business narrative with historical performance and future projections.
- Clear communication of the rationale for the sale or divestment and potential benefits to all stakeholders.
- Robustness and reliability of financial projections, including revenue, cost, and cash flow assumptions.
- Historical financial performance and how it supports the projected growth trajectory and the business valuation.
- A compelling narrative that addresses significant changes or missed targets in the financial data, framing them in a constructive light and highlighting the underlying reasons, learnings, and corrective actions taken.
- Quality of earnings analysis and identification of normalisation adjustments.
- Alignment of financial assumptions with overall business strategy and exit objectives.
- Suitability of the proposed transaction structure and valuation expectations.
- Definition of key performance indicators (KPIs) and the plan for tracking and optimising performance during the sale process.
- Assessment of tax implications and development of tax optimisation strategies related to the transaction.
- Development of a comprehensive buyer universe, including strategic and financial buyers.
- Understanding of the preferences, motivations, and important criteria for potential buyers.
- Customisation of the business proposition for different buyer segments, highlighting key aspects that align with their specific focus and criteria.
- Alignment of buyer expectations with the company's valuation expectations and timeline.
- Plan for managing the competitive tension in the sale process to maximise value.
- Strategy for approaching and engaging potential buyers while maintaining confidentiality.
- Ability to anticipate and address potential concerns or objections from buyers.
- Evaluation of each buyer's strategic rationale and how it might influence negotiation dynamics and deal terms.
- Preparation for a comprehensive sell-side due diligence process to identify and address potential issues proactively.
- Development of a robust and user-friendly data room to facilitate efficient buyer due diligence.
- Readiness to provide clear, accurate, and timely responses to buyer queries and requests for additional information.
- Identification and mitigation of potential deal breakers or red flags.
- Development of contingency plans for unexpected findings during the due diligence process.
- Preparation of a comprehensive vendor due diligence report, if applicable.
- Assessment of the business's technology infrastructure and cybersecurity posture.
- Evaluation of environmental, social, and governance (ESG) factors and compliance.
- Development of a comprehensive negotiation strategy aligned with objectives and priorities.
- Coordination with internal and external stakeholders to ensure alignment and obtain necessary approvals.
- Navigation of regulatory requirements to ensure compliance and minimise delays.
- Negotiation of optimal deal terms, including purchase price, representations and warranties, and indemnities.
- Engagement of experienced advisors with relevant industry expertise to support the process, including a legal team, accountants, tax advisors, and others to prepare for the due diligence process.
- Development of a robust communication plan for all stakeholders throughout the transaction process.
- Development of a comprehensive transition services agreement (TSA), if required.
- Implementation of change management processes to ensure a smooth transition for employees and minimal business disruption.
- Identification of critical separation workstreams to prioritise resources and minimise disruption in carve-out scenarios.
- Establishment of clear transition objectives, milestones, and KPIs to track progress and ensure a successful handover.
- Alignment of the business and resources to execute any required restructuring or separation activities.
- Effectiveness of communication and reporting to stakeholders post-transaction.
- Ability to adapt and refine the transition strategy based on buyer feedback and changing circumstances.
- Implementation of a robust risk management framework to identify, assess, and mitigate potential risks during the transition period.
- Development of a talent retention strategy for key employees during and after the transaction.
A continuous, evolving partnership
When approaching a significant transaction, the balance between speed and precision is crucial. Acting swiftly while maintaining a strategic approach enhances the likelihood of securing optimal terms, successful outcomes, and sustained success post-deal.
Strategy and planning
Develop a comprehensive strategy that aligns business objectives, stakeholders’ interests, and market opportunities, ensuring a clear path to success. This stage involves a careful assessment of market conditions, financial strategy, and target identification and analysis to set the foundation for a successful transaction.
Key considerations mentioned earlier are just a few of the many variables and levers our team evaluates during this phase.
Additionally, we identify “low-hanging fruits” and other strategic initiatives to maximise deal value and completion probability before going to market. (For detailed insights, read more here).
Time Estimate: on average 1 - 12 weeks
Business and deal preparation
Prepare the business for the transaction process by refining financials, crafting a compelling business case, and ensuring readiness for external scrutiny. This phase involves a meticulous understanding of every aspect of the business, identifying opportunities for improvement, and creating a robust information memorandum.
Key considerations mentioned earlier are just a few of the many variables and levers our team evaluates during this phase.
We take preparation to the next level by meticulously understanding every aspect of the business, identifying opportunities for improvement, and crafting a compelling information memorandum. (For detailed insights, read more here).
Time Estimate: on average 2 - 12 weeks
Going to market
Launch a targeted outreach campaign, leveraging our network and engaging with potential parties who align with the transaction thesis. Manage communications, addressing concerns and feedback while maintaining momentum. Further, we adapt the approach as needed based on market conditions and feedback.
Key considerations mentioned earlier are just a few of the many variables and levers our team evaluates during this phase.
We leave no stone unturned by meticulously mapping out the universe of potential targets and counterparties, and leveraging our extensive networks for relentless outreach. (For detailed insights, read more here).
Time Estimate: on average 2 - 24 weeks - dependent on market feedback
Transaction execution
Execute the transaction with diligence, facilitating a smooth due diligence process, structuring the deal, and negotiating favourable deal terms. Coordinate legal, financial, and regulatory aspects of the deal, ensuring alignment among all stakeholders. Plan for post-transaction integration and value creation initiatives to hit the ground running.
Key considerations mentioned earlier are just a few of the many variables and levers our team evaluates during this phase.
We apply global investment banking rigour combined with a hands-on boutique approach to ensure meticulous attention to detail and optimal transaction outcomes. (More details here).
Time Estimate: on average 2 - 14 weeks
Maintain and grow
When applicable, provide ongoing support to ensure seamless integration and sustained success. Continuously identify new opportunities for the next phase. Implement effective post-transaction integration plans to realise the full potential of the transaction while keeping doors open for future opportunities.
In partnership with management, we continue to reflect on performance and proactively identify new growth opportunities to drive continued success.
Time Estimate: Ongoing
Bespoke engagement approach
Our team understands that each business is unique, with their own set of challenges, goals, and opportunities. The firm's bespoke engagement approach, led by experienced directors, is meticulously structured to deliver high-value solutions that address the specific needs of each business we work with.
Prepare and execute a specific deal
We ensure optimised deal preparation and expert execution, guiding our clients to the best possible outcomes.
Year-round advice and deal execution
Working hand-in-hand year round, from strategy to planning and executing the optimal deal at the right timing.
Strategic growth advisory and execution
Ongoing support in crafting and implementing comprehensive strategies for sustainable, long-term growth.
Advisory board guidance without execution
Ongoing strategic advice and support as a trusted advisory partner, without direct involvement in deal execution.
We're here to help
At Caldera Capital, we respect and value every enquiry we receive. We will do our best to assist you or, at the very least, guide you in the right direction.
