The Selling Process

Eden Acquisitions engages possible sellers in a discreet sale process designed to achieve a timely transaction on terms and for a price acceptable to our clients.  Our proven process involves maximizing your company’s value through the compilation of due diligence information for presentation purposes and the creation of market forces by involving multiple buyers.  The assistance we provide each client begins with understanding your company and ends with the successful consummation of an acceptable transaction.   

The following steps are specifically included in our selling process:

Initial Due Diligence Meeting - Our first step is to understand your operation, and its unique place in the telecommunications landscape.  What are the motivating factors in considering the possible sale of your company at this juncture?  What are your objectives in terms of price and terms of sale.  An organized and accurate accounting of customer data, service levels, rates, marketing, plant, equipment, leases, and financial data, is the essential foundation to establishing value.

Initial Valuation Assessment – Upon obtaining results of the initial due diligence meeting, we compile and analyze the information to arrive at an Initial Valuation Assessment (IVA).  The assessment takes into account market conditions and  prospective buyers.  It is the market value we anticipate achieving via the sale process.  The IVA will also include recommendations in terms of pricing, sale structure and strategy.

Preparation of Confidential Offering Memorandum – The next step is the preparation of a summary offering memorandum.  Note that prospective buyers will be pre-qualified and approved by the seller.  Each prospective buyer will execute a Confidentiality and Non-Disclosure Agreement prior to  receiving any information.  The summary document will contain considerable information adequate to make a determination with respect to overall interest.  Additional detailed information will be made available to those who have expressed specific interest, or executed an actual letter of intent.

Conduct Tours – Eden Acquisitions will coordinate and be present at all scheduled tours as appropriate and if requested by the buyer.  We will work with the seller on a discreet basis to provide adequate notice and ensure that the appropriate individuals are involved.  We are sensitive to employee considerations, and strive to professionally maintain an appropriate distance from the sale process.   

Solicit Written Offers – It is customary for a deadline to be set for the submission of written offers in the form of a letter of intent.  Prospective buyers will be informed as appropriate with regard to the seller’s overall price expectations.  We work with both parties during this period to clarify questions,  while seeking to maximize value.

Negotiate Transaction Terms – It should be noted that Eden Acquisitions has no authority to negotiate actual transaction terms unless specifically directed by the client.  Upon receipt of written offers will analyze each offer with regard to its merits, and may advise our client to proceed to negotiate with a particular buyer.  We will provide specific advice with respect to counter offers with the objective of executing a satisfactory letter of intent.

Assist with Purchase and Sale Agreement – Upon the execution of a letter of intent, the next step involves the preparation and negotiation of a more detailed Purchase and Sale Agreement.  It is customary for the actual document to be prepared by attorneys for the parties, however, the fundamental terms involve numerous financial and operational considerations.  Our role is to continue to represent the best interests of our client, while monitoring this important process.

Assist With Required Transfers – In the telecommunications industry there are always transfers involved.  These may include FCC licenses, PUC agreements, USF agreements, lease agreements, tower agreements, long distance contracts, supplier contracts and customer agreements among others.  All of these transfers must be effected or adequately addressed prior to closing.  We assist and monitor this process to ensure that every requirement is addressed.   

Facilitate Closing of Transaction – The Purchase and Sale Agreement will specify a specify closing date.  Once the transfer process is completed and the parties are prepared to close, the actual closing date will be confirmed.  The process of transitioning to the new owner naturally involves numerous operational considerations.  Technical logistics, employee issues and informing customers and other stakeholders must all be coordinated to effect a smooth transition.  Eden Acquisitions will assist and monitor this process.

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