Background Note | HBS Case Collection | April 2006 (Revised April 2012)

The Company Sale Process

by William E. Fruhan Jr.


Lays out the steps, the timeline, and the process by which a company is sold. Focuses on the sale of companies with enterprise values greater than $100 million. These transactions are large enough to require the help of a financial adviser and attract both strategic and financial bidders. The sale process described is that of a private auction, including a confidential information memorandum and a "roadshow" to sell the high-yield debt needed to fund the transaction. Covers issues such as identifying and attracting bidders; dealing with the concerns of the managers of the selling company; negotiating issues in a definitive merger agreement; and post-sale issues.

Keywords: Mergers and Acquisitions; Auctions; Bids and Bidding; Agreements and Arrangements; Sales;


Fruhan, William E., Jr. "The Company Sale Process." Harvard Business School Background Note 206-108, April 2006. (Revised April 2012.)