SELL-SIDE M&A ADVISORY SERVICES
Who are you going to trust with the most important transaction of your life?
Get in, get out, don’t drag it out. Words we live by.
You’ve spent years or decades building a strong Canadian business and it’s finally time to retire or step back and take your foot off the gas.
There’s never been a need for you to know anything about the mergers and acquisitions (”M&A”) business, but all of a sudden you need to put your complete trust in an M&A Advisor to lead you through the sale process.
It can be a daunting proposition, but it needn’t be. The HDL team has completed 200+ successful transactions, with an aggregate value of $2 Billion.
Chemistry matters. And frankly, we just care more.
When choosing an M&A Advisor, chemistry is extremely important, as you’re going to be working intensely alongside one another for several months.
Not all advisors are a fit for all companies, and we hear from our clients that HDL’s uniqueness lies in our candor, efficiency and tenacity.
We are entrepreneurs like you, this is our shop, and frankly, we just care more.
SELLING A COMPANY IS MORE THAN FINDING A BUYER
Finding the right buyer is only one part of the transaction
Finding interested buyers matters. So does preparing the business, understanding the financials, positioning the opportunity and managing confidentiality, negotiations, diligence and closing. The quality of the preparation affects everything that follows.
Experience you can see in the transactions
How long does it take to sell my Canadian business?
- Sign Letter of Engagement for HDL to lead sale mandate
- HDL prepares CIM, Financial Model, Data Room, Teaser, NDA, conducts site visits
- Confirm preferred structure(s) collaboratively with vendor
- HDL will prepare a list of strategic and PE buyers with industry experience.
- List prepared against clear criteria and parameters jointly developed with the Vendor.
- HDL team begins reaching out to targets.
- Detailed CRM reports of contact activity presented to the Vendors weekly, with targets scored and ranked against target parameters.
- Qualified purchasers, after having an opportunity to review additional due diligence information under NDA, will be encouraged to submit Letters of Intent (“LOI”) or similar outlines of terms for acquisition of the business within a defined period.
- Calls or in-person meetings with the Vendors will typically take place during this period, with meetings only with highly qualified buyers.
- HDL and the Vendor’s Board/Stakeholders will jointly review offers on the table, request additional offer clarifications and fine tuning if needed.
- The Vendors select the most attractive offer based on total valuation, structure, reps/warranties etc.
- The Vendors and the purchaser will sign an LOI and commence formal due diligence process.
- Calls or in-person meetings with the Vendors will typically take place during this period, with meetings only with highly qualified buyers.
- Receive final signoff on due diligence.
- Finalize Definitive Agreement and related agreements, seek change of control and related approvals if applicable.
- Sign Definitive Agreements.
- Closing.
SELLING A COMPANY IS MORE THAN FINDING A BUYER
Built for owners of established Canadian private businesses
HDL works with owners, founders and families considering the sale of successful privately held Canadian companies. Whether the goal is retirement, succession, liquidity or reducing risk, the first step is understanding your options and what a transaction could look like.
Experience across the sectors we know best
Buyer priorities and valuation drivers vary by sector. HDL brings particular experience across five broad areas while continuing to work with established businesses outside these categories where there is a strong fit.
WHY HDL
A realistic view of value is more useful than the highest estimate
HDL uses financial performance, deep market evidence and current buyer appetite to develop a realistic view of value. Ultimately, its real offers from qualified buyers that determine the true value the market will pay.
We don’t find value in artificially inflating your valuation to win your business. We have built our reputation on being transparent, direct, and straightforward and take pride in over-delivering.
Straight answers to the questions we hear most
Below we answer some of the most common questions we hear from Canadian companies looking for a Sell-Side M&A Advisor. We hope they provide some useful information and help explain a little of HDL’s “secret sauce.”
We often hear stories of sale processes that drag well beyond a year. It just shouldn’t happen without a reason, and usually results from poor alignment between the M&A Advisor and client, poor preparation, or both.
Today, we generally tell clients to expect a 6–12 month process, although some transactions can still close in four to six months. Within the first couple of months, our clients should begin receiving tangible feedback directly from buyers in the market, and typically some early indications of interest or offers.
There is no honest way to value your company without understanding the unique aspects of your business, the financials and the market. We would rather give you a realistic range than inflate the number to win your business.
We talk ourselves out of more client engagements than we should, as we will NEVER overpromise on valuation or structure to get your business.
We use multiple global databases that provide us with access to transactions in your sector over the last five to ten years in determining your valuation.
While we may agree together on an acceptable “baseline”purchase price and structure, we always let the market provide its own indications of value in order to maximize the price.
In the end, the market determines the ultimate purchase price, and we can promise that your acquisition opportunity will be in front of any buyers that makes sense, globally.
We would be happy to meet with you, ask a few questions and give you a preliminary opinion on valuation and likely structure for a sale of your business within a day or two.
You will know which buyers have been approached, who has responded and where serious conversations stand. We provide detailed activity and progress reports, and go over those in detail with you, typically weekly or bi-weekly throughout the process.
We have invested in and implemented an advanced cloud-based CRM system with which we track all of our outreach to and interactions with targets on your behalf.
We generate regular, highly detailed reports on our activities and progress from our CRM, typically weekly or bi-weekly.
The sale process can remain highly confidential quite late into the process, right up until there is a reason to involve employees, management or other stakeholders.
Confidentiality is the cornerstone of our business. If we let our clients down by failing to manage their concerns over their information ending up in the wrong hands, we would not be in business very long.
When marketing an acquisition opportunity, we approach prospective buyers with a non-descript “one pager” or “teaser,” which typically does not name the company or give away obvious information that reveals its identity.
Only upon thorough buyer qualification and signing of a non-disclosure agreement (“NDA”) would a target receive additional information.
All information provided is typically done via a highly secure, password-protected online data room that we set up and manage on behalf of our client.
We can be as confidential as required when dealing with your team. We have managed to keep the sale process confidential from key senior staff all the way up to just days before closing a sale.
No. We heavily qualify buyers before they get access to you. We have closed transactions with as few as six to eight heavily qualified buyers meeting the vendors ( and typically only after preliminary offer terms have been provided that match the vendor’s price and structure parameters).
We are motivated and compensated in a manner that keeps us focused on getting a deal closed as quickly as possible.
Our goal is not to line up as many Zoom calls or meetings as possible to make it “look” like we are working hard.
We heavily qualify all prospective buyers to make sure they are active buyers, have the resources to complete the acquisition, know the timeline and understand valuation and structure expectations.
Only once they have been fully qualified would they be on a call with our client.
We have recently closed transactions with as few as six to eight calls between our client and pre-qualified buyers.
We prefer the laser to the shotgun. HDL typically focuses on fewer than 100 carefully selected international target buyers rather than email blasting an opportunity to hundreds or thousands of names.
We prefer the laser to the shotgun.
Many M&A Advisors employ the “spray it and pray it” approach, sending out teasers to hundreds or even thousands of targets on email lists.
At HDL, we typically focus on a well-curated list of fewer than 100 targets, employing a one-to-one approach and communicating directly with C-level executives, boards of directors or trusted advisors at the purchaser.
Buyer targets can tell the difference and respond more positively to this more thoughtful approach. And they tell us regularly.
No. HDL only works on a small number of active engagements at the same time, and Executive-level owners of the firm remain directly involved throughout your mandate.
As we only ever work on a few client engagements at a time, you will never become just another client in a stack of files on a desk.
Your mandate is a critical part of our business and you will always have one or two Executive -level owners, (grey hair included), as primary contacts on your engagement.
When things get difficult or complicated, we don’t hand your project off to a junior to focus on easier work. When things get tough, the whole team doubles down and digs in harder to get it done.
Any reputable and experienced M&A Advisor charges a monthly Work Fee and a Success Fee. HDL deliberately keeps the monthly Work Fee component relatively modest because we want the meaningful payout to happen when yours does.
M&A Advisors typically charge a “Work Fee” and a “Success Fee.”
The Success Fee is equivalent to a percentage of the total purchase price negotiated for your company. Success Fees can range from approximately 2% at the low end to 8% or higher at the upper end, depending on the size of the company and complexity of the project. Very large transactions will generally be at the lower end of the scale, while smaller or more complex transactions will be at the higher end.
Work Fees partially cover the Advisor for the cost of putting a proper team on your project and are usually paid monthly up until the transaction closes.
To create maximum alignment with our clients, we charge a relatively modest monthly Work Fee. Our motivation is earning Success Fees when we complete successful transactions for our clients versus chasing monthly retainers.
We look to get the big payout when you do.
Remember, if you think it’s expensive to hire a professional, wait until you see how much it costs when you hire an amateur.
Commitment needs to exist on both sides. The Work Fee supports the substantial preparation (typically hundreds of hours) and execution required before a transaction closes.
Work Fees partially cover the Advisor for the cost of putting a team on your project and doing the significant amount of work that happens well before a Success Fee is earned.
That includes preparing the company for market, developing marketing materials, financial analysis, researching and qualifying buyers, managing international buyer outreach and running the due diligence and legal processes through to a successful closing.
We deliberately keep our monthly Work Fee relatively modest. Our motivation is completing the transaction and earning a Success Fee when our client gets paid.
It makes sense on paper. In practice, you give up confidentiality, negotiating leverage, experienced deal judgment and your own ability to stay focused on running the business.
This makes really good sense on paper: pay someone by the hour or a salary to manage the process. It’s much cheaper than giving up a few percent of the value of the company to an M&A Advisor.
In practice, we believe it is a bad decision that can end up costing far more, or result in a failed sale process altogether.
First, you have no means of maintaining confidentiality or anonymity in the marketplace if someone is calling buyers directly from your company.
Your options for negotiation strategies also become severely limited:
- Buyers will typically provide an Advisor with far more candid feedback than they will ever provide to the company directly.
- The value of the “multi-level negotiation,” where the Advisor serves as a conduit and buffer to the client, is completely lost.
- When working with an Advisor, you are working with a team with decades of deal experience and proven negotiation and structuring strategies up their sleeve for almost any situation that may arise along the way.
It also allows you to focus on your business rather than being distracted by running a time consuming sale process.
The cost of hiring an experienced M&A Advisor is usually made up several times over through negotiating a higher purchase price, a cleaner structure or stronger competitive process.
Not necessarily. An isolated “one-time” disruption does not automatically mean waiting several years to sell if the underlying business remains strong and the issue can be clearly explained.
We have had multiple clients experience a once-in-a-lifetime “blip” in their top and bottom line and ask this same question.
COVID was one example. Tariffs, the loss of a major customer, temporary supply disruptions or other unusual events can create similar situations.
In multiple cases, we have managed to structure around these anomalies and help our clients maintain the value supported by the underlying business.
The important thing is understanding whether the issue is temporary, how clearly it can be explained and what buyers are likely to believe about the company’s performance going forward.
Anywhere from six months to two years or more is common. How long you stay depends on how important you are to the business, the type of buyer and how the transaction is structured.
Many owners assume that selling their company means handing over the keys, shaking hands and heading for the cottage. Sometimes that happens. More often, the buyer is going to want you around for some period of time for transition.
The more dependent the business is on you personally, the more likely a buyer is going to want a longer transition. If your senior management team is strong, customer relationships are institutionalized and the business can effectively run without you, you have a much better chance of exiting sooner.
How you get paid also matters. A straight cash sale may require a relatively short transition. An equity rollover, staged sale, holdback or earnout can mean remaining involved for two years or longer, because part of your value is still tied to how the company performs after closing.
This is something we discuss early in the process. If your goal is to sell the business and be on the beach six months later, we need to know that before we start talking to buyers so we can work that into the discussions early on (not after the offers arrive).
WE CAN HELP
Thinking about selling your Canadian company?
You do not need to know whether you are ready to sell before starting the conversation. Give us a call. After a short conversation, we can give you a preliminary view of what your company may be worth, how a transaction could be structured and how attractive the opportunity may be in today’s market.



















