Investment banks can provide a tremendous amount of value to your business. This might be most clear when it comes to assisting with a sale process or preparing for an IPO, but advice and guidance often begins well before a transaction. You don’t need to be actively pursuing an exit to begin speaking with banks. Building relationships early on can provide perspective on who would be the best partner down the road, and are often great resources before engaging as well. Read more at https://openviewpartners.com/blog/

1. INVESTMENT
BANK OVERVIEW
Tips to navigate networking with investment banks and the advisor selection process

2. 1. Investment Bank Overview
2. Investment Bank Conferences
3. Formal Bank Engagement
TABLE OF CONTENTS
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3. INVESTMENT BANK OVERVIEW

4. INVESTMENT BANKING LANDSCAPE
Volume Bulge Bracket
Boutique Bulge Boutique
Midmarket
Low
High
Low High
Deal
Volume
Typical Deal Size
Get Banks
Working For You
Long Before
Formally
Engaging
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5. BUILD RELATIONSHIPS & LEVERAGE RESOURCES
ACTION
Meet with banks 1:1 and keep a regular cadence; aim for up to 5-6 meetings and 2 – 3 new banks per quarter.
LONG-TERM OBJECTIVE
Assess their knowledge of your market and acquirers, existing relationships, deal skills, and relevant transaction work.
NEARER-OBJECTIVES
• Give your story – it will naturally be relayed and amplified throughout the ecosystem by the banks
(read: free viral marketing)
• Get pro-bono feedback on your deck, positioning, etc.
• Get pro-bono market & acquirer intelligence
• Get pro-bono introductions to target acquirers
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6. BUILD RELATIONSHIPS & LEVERAGE RESOURCES
Action Long-term objective Nearer-objectives
Meet with banks 1:1 and keep
a regular cadence; aim for up to 5–6
meetings and 2–3 new banks per
quarter.
Assess their knowledge of your market
and acquirers, existing relationships,
deal skills and relevant transaction work
for vetting purposes.
• Give your story – it will naturally be
relayed and amplified throughout
the ecosystem by the banks
(read: free viral marketing)
• Get pro-bono feedback on your
deck, positioning, etc.
• Get pro-bono market & acquirer
intelligence
• Get pro-bono introductions to
target acquirers
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7. START BY MAKING A LIST OF BANKS
1. Advised peers 2. Aligned with goals 3. Recommendations
• Start by looking up the sell-side
advisors that worked with companies
you would consider to be peers or
are in a tangential space
• You can find this information in press
releases, third-party data sources
(e.g., Pitchbook, FactSet) and
bank websites
• Expand your search by identifying
banks who serve your valuation
range (e.g., boutique, bulge) and
sector (e.g., infrastructure, HCM)
• You can find this through data
providers (e.g., 451 Research,
Pitchbook), your investors, bank
websites and conversations with
the banks themselves
• The right decision isn’t just about
the bank – it’s also about the lead
banker and the team
• Ask for recommendations from your
network and investors to ensure you
find an advisor who you can trust
and work with
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8. RANK BANKS ACROSS KEY CRITERIA
Category Overview
Scoring Framework
Weakest 0 1 2 3 4 Strongest
Pitch Quality Quality of presentation and communication (e.g., polish, presentation, clarity) Weak Strong
Sector Knowledge Knowledge of [ Relevant Sector ] Little Knowledge Deep domain expertise
Sector Experience Relevant deal experience No deals in space Multiple market shaping deals
Acquirer Relationships Completed a deal with buyers, received bid(s), last touchpoint, etc. Little buyer experience Deal(s) w/multiple A-Tier buyers
Business Knowledge Understanding of business, product, positioning, exit landscape, etc. No business knowledge Strong business knowledge
Interest Geniune interest in working with Company (i.e., level of effort) No interest Strong interest
Cultural Fit Rapport between you and the banking team’s culture No fit Strong fit
Economic Fit – Valuation Is the deal big enough to be exciting, will they earn their minimum fees, etc. No fit Strong fit
Economic Fit - Fees Is the proposed valuation range and fee structure aligned with desired outcomes No fit Strong fit
Advisor
General Fit Economic Fit Summary
Pitch Quality
Sector
Knowledge
Sector
Experience
Acquirer
Relations
Business
Knowledge
Interest Cultural fit Valuation Fees Average Median
[Bank 1] 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
[Bank 2] 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0
[Bank 3] 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0
[Bank 4] 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0
[Bank 5] 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0
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9. RANK BANKS ACROSS KEY CRITERIA
Category Overview Range
Sector Knowledge Knowledge of HR Tech and recruitment marketing. Little Knowledge  → Deep, Differentiated Domain Expertise
Sector Experience Relevant deal experience No deals in space  → Multiple, market shaping transactions
Acquirer Relationships Completed a deal with buyers, engaged on a deal (e.g. submitted bid), etc. Little buyer experience  → Complete transaction with multiple tier A Buyers
Business Knowledge Understanding of business, product, positioning, exit landscape, etc. No business knowledge  → Strong business knowledge
Interest Geniune interest in working with Company (i.e., level of effort) No interest  → Strong interest
Cultural Fit Rapport with you /bank team culture No fit  → Strong fit
Economic Fit — Valuation Is the deal big enough to be exciting, will they earn their minimum fees, etc. No fit  → Strong fit
Economic Fit — Fees Is the proposed valuation range and fee structure aligned with desired outcome No fit  → Strong fit
Advisor
Pitch
Quality
Sector
Knowledge
Sector
Experience
Acquirer
Relations
Business
Knowledge
Interest Cultural fit
Economic Fit Summary
Valuation Fees Average Median
[Bank 1] 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0
[Bank 2] 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0
[Bank 3] 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0
[Bank 4] 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0
[Bank 5] 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0
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10. INVESTMENT
BANK CONFERENCES

11. INTRODUCTION TO BANK CONFERENCES
• As a part of larger “liquidity event” planning, investment banking conferences provide opportunity for CEOs
and Founders to position their business to both strategic and financial backers.
• Bank-hosted conferences and events offer speaking opportunities and pre-arranged 1:1s attended by large
tech acquirers, private equity investors, VC’s and customers.
• Attend 1-2 per quarter, prioritizing those that offer a speaking slot and best serve your needs
in terms of format (i.e., later stage vs. start-up focus, strategic buyer vs. PE focus, large vs. intimate, etc.).
• Time-efficient and targeted way to gain exposure to relevant audiences and amplify your story.
• Visibility and interaction with buy-side accounts during one-on-one meetings are critical for conveying your
story to potential investors, addressing unanswered questions, and expanding on an investment theme.
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12. CONFERENCE OVERVIEW
Conference Name Bank Host Dates Location
Private Company Tech
& Services Conference
R.W. Baird 02/09/22 Remote
Technology Conference JMP Securities 03/07/22 San Francisco, CA
Software Conference Jefferies 06/01/22 Remote
Tech Company Growth
Conference
William Blair & Co. 06/06/22 Chicago, IL
Annual Growth Conference Canaccord Genuity 08/08/22 Boston, MA
Technology Growth
Conference – Boston
AGC Fall 2022 Boston, MA
SaaS 1x1 Needham & Co. Winter 2022 Remote / TBD
Technology Investors Conference Raymond James 12/05/22 New York, NY
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13. TANGIBLE NEXT STEPS
• Identify several conferences of interest (prioritize based on relevance – e.g., stage, sector focus)
• Discuss with your investors – they’ll likely be able to help refine a list of the most relevant banks
• They can also help to educate bankers on your business before facilitating an introduction
• Your investors can also be a resource as you prepare for conferences:
• Provide introductions to and help prioritize attendees for 1:1s
• Work with bankers to ensure access to high-priority 1:1s
• Help prepare narrative and presentation materials, if speaking at conference
• Staying connected with bankers is important, but typically best left to your investors so that
management can remain focused on execution
Value is in 1:1 sessions. Critical to prioritize the right conferences, particularly if held remotely.
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14. FORMAL BANK ENGAGEMENT

15. BANKS IMPROVE CERTAINTY & BANDWIDTH
What they do How they add value
Prepare key marketing and financial materials
for prospective buyers
• Help you stand out from the crowd
• Target acquirers and PE firms review hundreds if not thousands
of businesses per year, so you want to make a great impression
Compiling a prospective buyer list
• Ensure a diversity of targets beyond the obvious
• Have intel into buyers’ strategic priorities so you don’t waste time on
someone who’ll never be a good fit
Take your company to market and
narrow down candidates
• Ensure a (relatively) quick and (relatively) smooth process via legwork and
reach
• Free up your team to continue running the business
Manage the deal: negotiate terms, coordinate due
diligence, and marshal resources
• Help you make the best decision and achieve the most favorable outcome
by bringing deal experience, negotiation skills, and raw manpower
• Serve as a buffer so you don’t sour your relationship
• Act as council to the board on deal terms
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16. SELECT & ENGAGE A BANK
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NARROW DOWN TO YOUR TOP 2-3 BANKS
The initial prioritization should be determined based on
their relevant deal work and market knowledge, buyer
relationships and chemistry/fit.
1 GET AN ENGAGEMENT LETTER
I-banks typically structure their fees as a combination
of retainer and success fee, some of which may be
negotiable. Pay attention to terms on exclusivity,
term length, tail period, termination, and expenses.
4
SET UP A BAKE-OFF WITH YOUR BOD
Your top selections will prepare a formal presentation
with information on how they would handle the sale
process, including estimated range of value,
prospective buyers, how they’d position you, etc.
2 REVIEW AND NEGOTIATE TERMS
Check the engagement letter with legal counsel to
redline changes. Negotiate a mutually agreed upon
arrangement with the investment bank.
5
COLLECT FEEDBACK AND CALL REFERENCES
Ask BoD for feedback, preferences, and concerns.
Meanwhile, call bank references from transactions that
were successful and ones that failed.
3 MAKE A SELECTION
Sign the final engagement letter with your preferred
investment bank. Congratulations, you’re ready to hit
the ground running!
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17. UNDERSTAND & NEGOTIATE ENGAGEMENT LETTER KEY TERMS
Term Overview & Typical Terms
Retainer
• The (non-refundable) fee paid just to have a bank work on your transaction – i.e., for their opportunity cost.
• May be credited against the success fee if the deal closes; may be upfront or phased.
• $10-100k typically.
Success Fee
• Paid only upon close of a transaction; comprises the lion’s share of total fee.
• Commonly structured as an escalating % of total deal value (e.g., 1% of the first $100M, 1.5% of the value from $101-$150M).
• Minimum typically $500k–$2M.
Expenses • Reimbursement for deal-related expenses, such as travel.
Exclusivity • Clause specifying that the bank is the only firm allowed to show the deal.
Term Length • Specifies the length of engagement and accompanying exclusivity, typically 6-18 months.
Termination • Letters should clearly outline the right of termination after the term expires.
Tail Period
• A set length of time after the official term expires during which the bank will still get paid if a transaction closes.
• Ensures the bank is compensated if they start a deal, but don’t finish it during a term.
• In a company’s best interest to keep this as short as possible; typically range from 6-18 months.
Coverage
• Noting the scope of the services provided and which types of transactions will be covered
(e.g., selling a minority stake, raising mezzanine debt).
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18. THANK YOU!
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OpenView Corporate Development Team
Sam Johnson
samj@ov.vc
Vinnie McSweeney
vinnie@ov.vc