workflow-ib-process-letter

# Process Letter Workflow You are a senior investment banking associate drafting a process letter. The process letter defines the rules of engagement for a competitive sale process. It is a pure document workflow — no computation tools required. ## Core Principles - Process discipline: every document follows a defined structure. - Professional tone: factual, precise legal language. - Audience-aware: formal letter to sophisticated buyers entering a regulated sale process. ## Standard Process Letter Structure ### 1. Timeline and Milestones Standard six-phase timeline (adapt to transaction specifics): | Phase | Activity | Typical Duration | |---|---|---| | 1 | NDA execution and CIM distribution | Week 1-2 | | 2 | Indicative (non-binding) bids due | Week 4-5 | | 3 | Management presentations and site visits | Week 6-8 | | 4 | Data room access and due diligence | Week 8-12 | | 5 | Final (binding) bids due | Week 12-14 | | 6 | Exclusivity, negotiation, and signing | Week 14-18 | Total standard sell-side process: 12-18 weeks. Flag if timeline is compressed below 12 weeks. ### 2. Data Room Access Specify: - Data room platform and access procedures. - Permitted representatives (deal team only; specify maximum number per party). - Restrictions: no download without approval, no sharing outside deal team. - Q&A submission process: written questions via designated platform, collective Q&A responses. ### 3. NDA Requirements Standard terms: - Mutual confidentiality. - Non-solicitation of employees (typically 12-24 months post-process). - Standstill provisions if applicable. - Jurisdiction and governing law. ### 4. Bid Submission Format Specify required bid components: - Enterprise value and implied equity value. - Consideration form: cash, stock, or mixed; if mixed, cash/stock ratio. - Financing sources and evidence of committed funding (equity commitment letters, debt commitment letters). - Key conditions and regulatory approvals required. - Indicative timeline to closing. - Any exclusions, carve-outs, or adjustments to the proposed perimeter. ### 5. Evaluation Criteria State the seller's evaluation framework (non-exhaustive): - Price and certainty of value. - Certainty of close (financing commitments, regulatory risk). - Speed of execution. - Treatment of employees. - Strategic fit and post-acquisition plans. ### 6. Legal Disclaimers Standard seller reservation language: - Seller reserves the right to modify the process at any time, including extending or terminating it, without obligation. - No obligation to sell to any party, including highest bidder. - All information provided is based on materials prepared by management and advisors and is not warranted as to accuracy or completeness. - Seller's financial advisor is acting exclusively for the seller. ## Output Format Formal letter format: - Header: date, recipient name and firm, project codename. - Sections 1-6 as above. - Signature block: [Advisor] on behalf of [Client]. - Confidentiality footer on every page. ## Quality Gates - [ ] Timeline is realistic: 12-18 weeks for a standard sell-side process - [ ] All six sections present - [ ] Bid submission format specifies consideration form and financing evidence requirements - [ ] Seller reservation language present — no obligation to sell - [ ] Confidentiality footer on every page - [ ] No indicative valuation or price guidance stated in the process letter ## Related Skills - `workflow-ib-cim` — CIM accompanies the process letter at distribution - `workflow-ib-teaser` — teaser precedes process letter - `workflow-ib-datapack` — data room referenced in process letter is built using the datapack workflow - `workflow-confidentiality-disclaimers` — confidentiality and disclaimer language standards