Series 79: 11.3.2.1. Evaluating First-Round Bids

11.3.2.1. Evaluating First-Round Bids

When the deadline for submitting first-round bids has passed, the sell-side adviser organizes the IOIs it has received and presents them to the seller in summary form. Even before the bids are communicated to the seller, the adviser begins the process of analyzing, evaluating, and ranking the proposals, keeping in mind that the IOIs are non-binding.

While getting the best price is clearly a high priority, there is more to evaluating indications of interest than simply ranking them in order of proposed purchase price range. Factors for the sell-side adviser to consider include:

• The buyer’s ability to pay, either with or without securing financing from a third party

» Size

» Financial condition

» Credit rating

• Synergies

» Cost savings

» Revenue increases

» Results of an accretion/dilution analysis, as described in Chapter 4

• Form of consideration

» Cash

◊ Tax consequences

» Buyer’s securities

◊ Possibility that market price will change before deal closes

◊ At what ratio to seller’s st