We’ll use the candidate TAM™ to develop structure and deal points with you in an interactive process where we show you how the Opportunity Delta© works, and that usually involves a bit of back-and-forth with the candidate to lock in a firm “hand-shake” before we draft the Letter of Intent (“LOI”) for approval – we believe it is better to know the LOI is reflective of the actual deal, rather than submitting a “term sheet” before knowing the details (that’s why we have such a high LOI-to-closing ratio).Once the LOI is fully negotiated and executed, all parties know it is likely worth the time and effort required to bring the transaction to closing. Cogent then project manages the entire process, which is usually 8 to 10 weeks from LOI to closing -- it can go faster, or take longer, depending on circumstances and timely cooperation among the parties and their other advisors (attorneys, CPA, business counsel).
As the transaction proceeds post-LOI, Cogent will assign a project manager and dedicate select team members to the deal team, and we’ll open a project specific secure virtual data room (“VDR”) as the repository for all due diligence, transaction documentation and associated data. Most importantly; we do most of the heavy lifting in this phase, so the deal parties can focus on running their respective business and concentrate on continuing to build trust and goodwill via pre-integration planning together.
While we are not a law firm, and don’t give legal advice, we typically spearhead the creation of all the draft transaction documentation, using well-lawyered paperwork from our trove of previous deals as templates for the deals we do. We have years of experience working on myriad IT Services transactions, and we know how to make the lawyers for both sides happy (assuming they are willing, which is usually the case) and how to create fair and reasonable paperwork for both sides.
We are experts in IT industry specific transaction documentation and custom tailor each set to the specific deal points while spearheading negotiation of the fine points as the intermediary. While all parties start seeing them in writing for the first time – it is not our first time, which is why we are so effective at what we do.
While the paperwork is progressing Cogent’s business and financial analysts will be gathering and processing the post-LOI due diligence materials, creating the reports and briefs that the buyer will need to be able to close, while also helping seller work through all of the schedules and exhibits needed under the transaction documents, so that the deal can proceed to closing as well – all while keeping all parties on track as project manager.
We work with both sides, and in cooperation with respective counsel, to finalize and package everything for final review and signing, hopefully timing all of this to close on schedule. Our systematic processes and IT oriented transaction materials often save both sides significant money in professional fees.