process-letter

Draft process letters and bid instructions for sell-side M&A processes. Covers initial indication of interest (IOI) instructions, final bid procedures, and management meeting logistics. Triggers on "process letter", "bid instructions", "IOI letter", "bid procedures", "final round letter", or "management meeting invite".

Process Letter

Workflow

Step 1: Determine Letter Type

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

Step 2: Initial Process Letter / IOI Instructions

Header:

Date, deal code name
"Confidential"
Addressed to prospective buyer

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

Step 3: Final Bid / Second Round Letter

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)

Step 4: Management Meeting Invitation

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

Step 5: Output

Word document (.docx) with professional letter formatting
Firm letterhead placeholder
Track changes version for client review

Important Notes

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