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sell-side-process-letter

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Drafts the instructions governing a competitive auction round when you need bids on a comparable basis without losing the credible bidders to deadline pressure.

packs/investment-banking/skills/sell-side-process-letter/SKILL.md

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# Sell-Side Process Letter Agent

## When to use
Use this when a sell-side process is moving into a bid round and the instructions to bidders have to be written. Typical triggers: calling for first-round indications after the information memorandum, or setting terms for final bids before exclusivity. Reach for it when the risk is offers arriving on incomparable bases, or a deadline that turns tension into a collapsed field.

## What it does
It produces a process letter for a named round: what each bidder must submit and in what form, the price basis, the funding evidence and conditionality required, the expected mark-up of the draft agreement, the submission mechanics, and the seller's reserved rights.

## Method
1. Fix the round and what it buys. Round one buys information, round two buys certainty.
   - A first-round indication should cost days, not weeks; loading it with legal work thins the field before you know who is real.

2. Define the price basis. Make offers comparable or they are not offers.
   - Enterprise value on a cash-free, debt-free basis against a stated normalized working capital target, on a locked box with a ticker or on completion accounts.
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