process-letter

Process Letter

Workflow

Step 1: Determine Letter Type

• Initial process letter: Sent with teaser/CIM to outline the process and IOI requirements
• IOI instructions: Specific requirements for first-round indications of interest
• Second round / final bid letter: Instructions for submitting binding offers after diligence
• Management meeting invitation: Logistics for in-person management presentations

Step 2: Initial Process Letter / IOI Instructions

Header:

• Date, deal code name
• "Confidential"
• Addressed to prospective buyer

Sections:

1. Introduction: Brief overview of the opportunity and the seller's objectives
2. Process Overview: Timeline, key dates, expected number of rounds
3. IOI Requirements: What to include in the initial indication:
   • Proposed valuation range (enterprise value)
   • Consideration form (cash, stock, earnout, rollover)
   • Financing sources and certainty
   • Key due diligence requirements
   • Indicative timeline to close
   • Any conditions or contingencies
   • Brief description of the buyer and strategic rationale
4. Submission Details: Where to send, deadline (date and time), format
5. Confidentiality Reminder: Reference to NDA, data room access
6. Contact Information: Banker contacts for questions

Step 3: Final Bid / Second Round Letter

Additional requirements beyond IOI:

1. Markup of purchase agreement: Provide the draft SPA/APA and request markup
2. Detailed financing commitments: Committed financing letters required
3. Remaining diligence items: Specify what confirmatory diligence is expected
4. Exclusivity terms: Duration and conditions of any exclusivity period
5. Regulatory analysis: Antitrust filing requirements and timeline
6. Key personnel terms: Employment agreements, compensation, rollover equity
7. Binding vs. non-binding: Clarify what is binding at this stage
8. Evaluation criteria: How bids will be evaluated (price, certainty, speed, fit)

Step 4: Management Meeting Invitation

1. Logistics: Date, time, location (or video link), duration
2. Attendees: Who from the company will present, who from the buyer should attend
3. Agenda: Typical management presentation agenda (overview, financials, operations, growth, Q&A)
4. Ground rules: No recording, confidentiality, questions format
5. Materials: What will be distributed (presentation deck, data room access)
6. Follow-up: Process for submitting additional questions after the meeting

Step 5: Output

• Word document (.docx) with professional letter formatting
• Firm letterhead placeholder
• Track changes version for client review

Important Notes

• Process letters set the tone for the entire deal — be clear, professional, and organized
• Deadlines should be firm but reasonable — typically 2-3 weeks for IOIs, 3-4 weeks for final bids
• Always include the evaluation criteria — buyers want to know how they'll be judged
• Coordinate with legal on any representations or commitments in the letter
• Client should review and approve before sending — they may want to adjust tone or terms
• Keep a log of who received each letter and when — this becomes the process tracker