process-letter

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🇺🇸

Original

English

🇨🇳

Chinese

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

Header:

Sections:

Introduction: Brief overview of the opportunity and the seller's objectives
Process Overview: Timeline, key dates, expected number of rounds
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
Submission Details: Where to send, deadline (date and time), format
Confidentiality Reminder: Reference to NDA, data room access
Contact Information: Banker contacts for questions

页眉：

章节：

Additional requirements beyond IOI:

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

除IOI要求外的额外要求：

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

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