Process
How a direct acquisition works
A direct sale is still a real M&A process. The difference is that the owner begins with an identified buyer instead of first launching a broad marketing process.
Confidential introduction
The owner shares a high-level description of the business or property, location, reason for considering a sale, and desired timing.
Initial fit review
XitSource determines whether the opportunity is within its current acquisition focus and identifies the information needed for a preliminary review.
Financial and operating review
The parties review relevant financials, leases, asset condition, staffing, operating history, and material risks.
Preliminary valuation and structure
If there is a potential fit, the buyer and seller discuss valuation expectations, transaction structure, transition needs, and key assumptions.
LOI or written indication
A letter of intent or similar document can summarize the proposed economic terms and diligence framework.
Due diligence
Financial, legal, operational, tax, property, lease, licensing, and other material items are verified as appropriate for the transaction.
Definitive agreements
Counsel prepares and negotiates the purchase documents and any related transition, financing, lease, or real-estate agreements.
Closing and transition
After conditions are satisfied, the transaction closes and the agreed ownership or operating transition begins.
Who should be involved?
Depending on the transaction, owners may benefit from independent legal, tax, accounting, financial, and estate-planning advice. A direct buyer relationship does not replace professional advice or the need to understand the consequences of a sale.