Meaning and transaction use
BDC describes advisers reaching a broad set of acquirers, vetting them and using a timetable for expressions of interest. It also identifies strategic, financial, management and individual buyers as possible buyer groups. [S1]
BDC describes negotiation across the initial offer, due diligence and definitive purchase-agreement stages. It notes that due-diligence findings can change price or other terms. [S2]
Proposed control method: issue one approved process letter and evidence set, log access and questions, compare offers through a pre-agreed matrix and record every selection decision and exception.
Worked example
Illustrative sell-side process only. Assume 24 approved buyers receive a teaser, 12 sign an NDA, eight receive full materials, five submit compliant indicative bids and two submit final bids. Each later stage is a subset of the prior stage.
Scroll the table horizontally to view all columns.
| Measure | Calculation | Result |
|---|---|---|
| NDA execution rate | 12 / 24 | 50.0% |
| Full-material access rate | 8 / 24 | 33.3% |
| Indicative-bid rate | 5 / 24 | 20.8% |
| Final-bid rate | 2 / 24 | 8.3% |
| Final bids from indicative bidders | 2 / 5 | 40.0% |
Two final bids result from 24 approved buyers under the assumptions. The conversion figures describe participation and must be assessed alongside price, conditions, funding, approvals and execution risk.
Proposed transaction review process
Set the rules
Approve objectives, bidder criteria, disclosure stages, timetable and evaluation method.
Qualify bidders
Check identity, strategic fit, funding credibility, conflicts and confidentiality readiness.
Control information
Release consistent materials by stage and maintain a complete question, answer and access log.
Evaluate and select
Reconcile price, structure, conditions, funding, approvals and closing risk before granting exclusivity or selecting a bidder.
Evidence checklist
Seller authority
Approved transaction perimeter, objectives, reserve position and delegated authority.
Bidder evidence
Identity, funding, approvals, conflicts, adviser details and NDA status.
Process record
Buyer list, process letters, data-room permissions, questions, deadlines and exceptions.
Offer record
Indicative and final bids, comparison matrix, approvals and reasons for selection or rejection.
Decision framework
| Situation | Proposed action |
|---|---|
| A bidder requests different information | Apply the disclosure protocol and record any justified exception across the relevant bidder group. |
| The highest price has weak funding evidence | Compare funding, approvals, conditions and closing risk before selection. |
| A bid misses the deadline | Apply the approved late-bid rule and document the decision. |
| One bidder seeks exclusivity | Assess value, certainty, duration, milestones and termination rights before granting it. |
Common errors to check
- Changing evaluation criteria after bids are received without documenting approval.
- Giving bidders materially inconsistent information without a recorded reason.
- Comparing headline prices while ignoring conditions and funding.
- Treating an indicative bid as a completed or binding transaction.
Design the bid process
Bring the seller objectives, buyer universe, disclosure plan and evaluation criteria to a bid-process review. Set the timetable, controls and decision record before approaching bidders.
Discuss the transactionPrimary references and editorial scope
- BDC: How to sell your business
Buyer identification, vetting and timed expressions of interest. Reference checked 17 September 2026. - BDC: How to negotiate the sale of your business
Initial offer, due diligence and definitive-document negotiation stages. Reference checked 17 September 2026.
General M&A process education. Counts, conversion rates and process steps are hypothetical. Duties, marketing restrictions, competition rules, disclosure requirements and bidder treatment depend on the transaction and jurisdictions.
General business information. Obtain advice appropriate to the legal, tax, accounting and financing facts. No offer, lender commitment or transaction outcome is represented. All worked examples use expressly assumed figures. Editorial draft date: 17 September 2026.
