StowbillThe sell-side M&A process, step by step
A sell-side process moves a company from a decision to sell to a signed agreement, usually over six to nine months. The steps are well known. What separates a clean process from a messy one is control over who sees what, and when.
The eight steps
| Step | What happens | Key documents | Control |
|---|---|---|---|
| 1. Pitch and mandate | The adviser wins the mandate and agrees fees | Engagement letter | Conflict check before acceptance |
| 2. Preparation | Financial model, valuation, buyer list, data room set up | Model, teaser, information memorandum | Partner approves release |
| 3. Approach | Buyers receive the teaser without the client's name | Teaser | Buyer list approved by the client |
| 4. NDA | Interested buyers sign a confidentiality agreement | NDA | No memorandum without a signed NDA |
| 5. First round | Buyers read the memorandum and submit indicative bids | Information memorandum, process letter | Bids compared on the same basis |
| 6. Due diligence | Shortlisted buyers enter the data room and ask questions | Data room, Q&A log | Each buyer sees only its own Q&A |
| 7. Final bids | Binding offers with a marked-up agreement | Final offer, draft agreement | A partner chooses the preferred bidder |
| 8. Signing and closing | Agreement signed, conditions met, money moves | Sale agreement, closing documents | Success fee invoiced from the mandate terms |
Where processes go wrong
- A memorandum goes to a buyer whose NDA was never signed.
- Two bidders learn about each other from a shared Q&A answer.
- A document is uploaded to the data room with a customer's name still visible.
- Nobody can show afterwards who opened which file and when.
- The buyer list lives in one person's spreadsheet.
Staged disclosure
Good processes release information in layers. The teaser names no one. The memorandum follows the NDA. The data room opens to shortlisted buyers, often with the most sensitive items redacted or held back until the final round. Each layer needs a decision by someone senior, and a record of it.
Running it in Stowbill
Stowbill follows these steps as five phases, each closed by a partner. The tracker moves each buyer from approach to bid, the data room opens per buyer after the NDA, answers go out only after approval, and the log shows who saw what. The public walkthrough at stowbill.com/how-it-works shows each screen.
Questions
How long does a sell-side process take?
Commonly six to nine months from mandate to signing, longer where regulators must approve.
What is the difference between a teaser and an information memorandum?
A teaser is one or two pages that describe the business without naming it. The information memorandum is the full description, given only after an NDA.
How many buyers should be approached?
It depends on the business and the client's wish for confidentiality: a targeted process may approach five to ten, a broad auction fifty or more.
Last reviewed 15 November 2026. General information, not professional or legal advice.
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