Ib Process Letter

When to use

Use this when you are moving buyers into a bidding round and need to tell each participant exactly what to submit, by when, and how. The process letter is the rulebook of a controlled auction: it defines the bid format (indicative range in round one, binding offer in round two), the required contents, the deadline, and the logistics for management meetings and data-room access — while reserving the seller's discretion to run the process as it sees fit.

Not for: the marketing content (use ib-teaser / ib-cim-builder) or the buyer universe (use ib-buyer-list). There are usually two process letters in a deal — a first-round (IOI) letter and a final-round (binding-bid) letter; pick the right one for the stage.

Method

1. Confirm the round with the deal team: first round (non-binding IOI / indication of interest) or final round (binding offer with markup of the SPA).
2. State exactly what a bid must contain. First round: price range, form of consideration, financing source, key assumptions, approvals/conditions, and timeline. Final round: a specific price, fully committed financing, a marked-up purchase agreement, confirmatory-diligence status, and required approvals.
3. Set the submission mechanics: due date and time (with time zone), delivery method, and the single named contact — the banker, never the company. Decision point: for the final round, specify that bids must be binding and accompanied by financing evidence; non-conforming or conditional bids may be disqualified at the seller's discretion.
4. Lay out management-meeting logistics: who attends, format (in person / virtual), duration, topics in scope, and that no side contact with management is permitted outside the scheduled session.
5. Describe data-room and diligence access for the round and the Q&A protocol (questions routed through the banker, answers shared per the seller's policy).
6. Include the reservation-of-rights language: the seller may amend, extend, or terminate the process, accept or reject any bid, and is not bound until a definitive agreement is signed.
7. Route through client and legal; issue the same letter to all round participants to keep the auction fair and defensible.

Example

First-round process letter for a sponsor-heavy sell-side. Buyers were asked for a non-binding IOI by 5:00 p.m. ET on a stated date, including an enterprise-value range, consideration mix, financing plan, key assumptions, required approvals, and expected timeline. Bids delivered to the banker only; no contact with management. Management presentations were offered to advancing bidders in week three (two-hour virtual sessions), with data-room access granted after IOI. The letter reserved the seller's right to modify or terminate and confirmed no obligation until an SPA was signed. Identical letter to all participants.

Pitfalls

• Vague bid requirements that produce non-comparable offers you cannot rank on a level basis.
• Omitting reservation-of-rights language, weakening the seller's control and flexibility.
• Allowing buyers to contact management or employees outside scheduled meetings, breaking process control.
• Sending materially different instructions to different bidders, which undermines the fairness and defensibility of the auction.

Output format

PROCESS LETTER — PROJECT <codename> — <ROUND: First-round IOI / Final binding bid>
To: <bidder> | From: <firm, on behalf of seller> | Date: <>

1. PROCESS OVERVIEW           <stage, what happens next>
2. BID REQUIREMENTS
   First round (IOI):  price range | consideration | financing source |
                       key assumptions | approvals/conditions | timeline
   Final round:        firm price | committed financing (evidence) |
                       marked-up SPA | diligence status | approvals
3. SUBMISSION            Deadline: <date, time, TZ> | Delivery: <method>
                         Contact (sole): <banker name/email/phone>
4. MANAGEMENT MEETINGS   Attendees | format | duration | scope | no side contact
5. DILIGENCE / DATA ROOM Access scope | Q&A protocol (via banker)
6. RESERVATION OF RIGHTS Seller may amend/extend/terminate; may accept/reject
                         any bid; not bound until a definitive agreement is signed.

Reference

• A controlled auction typically runs two bidding rounds: round one yields non-binding Indications of Interest (IOIs) that narrow the field; round two yields binding offers, usually with a marked-up purchase agreement and committed financing.
• IOI contents (non-binding): valuation range, form of consideration, financing sources, key assumptions, approvals/conditions, and timeline. Final-bid contents (binding): firm price, financing evidence, SPA markup, confirmatory diligence status, and approvals.
• The process letter always reserves the seller's discretion (amend/extend/terminate, accept/reject any bid) and confirms no binding obligation arises until a definitive agreement is executed.
• Fairness and control: all participants in a round receive the same instructions, all contact routes through the banker, and management access is limited to scheduled sessions.