M&A Process Letter Template – Phase I Non-Binding Offer Request

This M&A Process Letter Template is designed for sell-side transaction processes in which potential buyers are invited to submit an indicative or non-binding offer after receiving initial information such as a teaser, NDA, or Confidential Information Memorandum.

The template follows the structure commonly used in professional M&A processes by leading M&A advisors, investment banks, corporate finance teams, and transaction professionals. It provides a ready-to-use framework for communicating process rules, offer submission requirements, valuation expectations, confidentiality obligations, transaction preferences, and next steps to potential bidders.

The document is intentionally comprehensive. Depending on the specific transaction, users may not need every section, but the template provides a strong starting point and ensures that key process topics are not forgotten. Users can delete, shorten, or adjust individual sections depending on the transaction size, process complexity, target company, buyer universe, or internal preferences.

All sections that typically require project-specific customization are already marked through placeholders and highlighted input areas, making the document easy to adapt to a specific project. This includes company names, project names, seller information, advisor details, submission deadlines, contact persons, valuation assumptions, transaction preferences, process timeline, and other deal-specific items.

The template is particularly useful for M&A advisors, corporate finance professionals, investment banks, private equity teams, corporate development departments, and business owners running a structured sale process.

Key Benefits

1. Professional M&A process structure – provides a clear Phase I process letter framework similar to formats used in professional sell-side M&A processes.
2. Saves drafting time – users do not need to start from scratch and can adapt a comprehensive ready-to-use Word template to their transaction.
3. Easy customization – project-specific fields and sections requiring individual input are marked with placeholders / highlighted areas, making the document simple to tailor.

Included Sections

• Introductory process letter
• Information provided
• Non-binding offer submission requirements
• Principal information
• Strategic rationale
• Transaction structure
• Valuation and equity bridge
• Financing sources
• Internal approvals
• Regulatory and other conditions
• Due diligence scope
• Advisors
• Other relevant matters
• Contact information
• Seller constraints and preferences
• Next steps
• Confidentiality provisions
• Outlook for Phase II
• Other legal / procedural provisions
• Advisor contact section
• Signature block

How to Use

1. Replace all placeholders with project-specific information.
2. Adjust the buyer universe, transaction scope, deadlines, and advisor contact details.
3. Tailor the offer requirements depending on the complexity of the transaction.
4. Remove sections that are not relevant for the specific process.
5. Review the document together with legal counsel before sending it to bidders.