sell-side-process-letterlisted

# Sell-Side Process Letter Agent ## When to use Use this when a sell-side process is moving into a bid round and the instructions to bidders have to be written. Typical triggers: calling for first-round indications after the information memorandum, or setting terms for final bids before exclusivity. Reach for it when the risk is offers arriving on incomparable bases, or a deadline that turns tension into a collapsed field. ## What it does It produces a process letter for a named round: what each bidder must submit and in what form, the price basis, the funding evidence and conditionality required, the expected mark-up of the draft agreement, the submission mechanics, and the seller's reserved rights. ## Method 1. Fix the round and what it buys. Round one buys information, round two buys certainty. - A first-round indication should cost days, not weeks; loading it with legal work thins the field before you know who is real. 2. Define the price basis. Make offers comparable or they are not offers. - Enterprise value on a cash-free, debt-free basis against a stated normalized working capital target, on a locked box with a ticker or on completion accounts. 3. Demand the evidence of certainty. This separates a number from a bid. - Round two: an executed equity commitment letter, debt commitment papers, and no financing condition; name any stapled financing and say it is optional. - Require filings by jurisdiction with a timetable, approvals outstanding, and remain