Preparing the sale strategy of an industrial food & beverage SME
Business valuation, shareholder structure analysis and sale preparation in a context of operational turnaround and highly fragmented ownership.
Anonymised case: some figures have been rounded or aggregated to protect the confidentiality of the company and its shareholders.
A turnaround asset, a complex cap table and a liquidity horizon
Seichō Partners was engaged as part of the strategic thinking of a long-standing minority shareholder in a French SME producing organic beverages.
The company was emerging from a restructuring period and its operational turnaround had become tangible: revenue had doubled in one year and EBITDA had returned to positive territory in the last closed financial year.
The question, however, was not only what the business was worth. Ownership was unusually fragmented, with more than 150 shareholders and several classes of economic rights arising from the shareholders' agreement.
The shareholder we supported, representing around 20% of the share capital, needed an objective reading of the company's value, of the realistic liquidity scenarios, of how proceeds would be shared between shareholder classes, and of the universe of potential buyers.
Turning a complex shareholder structure into a clear, documented liquidity strategy capable of aligning stakeholders before any sale process was opened.
From valuation to a prepared sale strategy
Multi-method valuation and sensitivity analysis
Seichō Partners built a scenario-based valuation resting on several complementary approaches.
- An EV/EBITDA trading multiples approach.
- Several operating scenarios and stress tests.
- Triangulation through revenue multiples.
- A sensitivity grid.
- An explicit bridge from Enterprise Value to Equity Value.
- Inclusion of debt and of the main liabilities identified.
Shareholder structure analysis and liquidity waterfall
Valuing the company was not enough to determine what each shareholder would actually receive in a transaction.
Seichō Partners therefore analysed the shareholders' agreement and modelled how sale proceeds would be allocated, including the preferred liquidity waterfall.
- The overall value of the company.
- The Equity Value available to shareholders.
- The economic rights attached to each class of shares.
- The theoretical allocation of sale proceeds under several valuation assumptions.
Buyer mapping and preparation of the sale scenario
Seichō Partners then built a mapping of 22 potential buyers, including strategic industrial players and sector-focused financial investors.
Each potential buyer was scored on a weighted basis, reflecting strategic fit and likelihood of interest.
In parallel, pre-process governance work identified the conditions required for shareholder alignment before any sale process was opened.
The aim was to have a sale strategy prepared upstream, rather than launching a transaction before value, shareholder economics and priority buyers had been clarified.
Preparation that preceded a later sale at around EUR 7m
The company was subsequently sold on the basis of an Equity Value of approximately EUR 7m, representing around 2x revenue and 11x EBITDA at the time of the transaction.
The transaction was completed with one of the buyers identified and prioritised during the initial mapping and scoring work.
The upstream work had also given shareholders a clear view of how potential sale proceeds would be allocated once the preferred liquidity waterfall applied, and identified the shareholder alignment conditions required to prepare the process.
Preparing a sale does not start with the search for a buyer
A sale is prepared well before the transaction process itself begins.
Where ownership is complex, the first step is to objectify, at the same time, the value of the business, the economic rights of each shareholder class, the possible liquidity scenarios and the universe of buyers likely to see strategic interest.
That preparation narrows differences in perception between shareholders, surfaces blocking points before a process opens, and produces a sale strategy consistent with the company's financial and ownership situation.
Expertise applied
Considering a sale or a change in your shareholder structure?
A transaction is usually prepared months, sometimes years, before it is executed. Seichō Partners supports owner-managers in analysing, valuing and structuring their strategic options.