HALO Academy 2 Minute Financial Drill: Bid Instruction Letter

Every Wednesday we release our all new “HALO Academy: 2 Minute Financial Drill" by Integrity Square Founder & HALO Talks host, Pete Moore on everything you need to know for financial literacy, unit economics, legal documents used for M&A and capital raises, capital sources you can access, understanding how financings are structured, valuation metrics and parameters, and what you need to know about your own business before engaging in cap raises and/or a potential sale.

If you missed our email about this, you can re-read it here: https://mailchi.mp/9567da51c0ce/2025programschedule 
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RESOURCES 

• https://www.integritysq.com
• https://www.halotalks.com
• https://www.thehaloacademy.com 
• Watch the video here: https://www.youtube.com/@halotalks 

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ABOUT YOUR INSTRUCTOR 

Pete is the Founder, Managing Partner and Chief Dream Architect at Integrity Square ("ISQ"), a leading boutique financial advisory firm focused on the $4.7T Health, Active Lifestyle, Outdoor ("HALO") sector. Since founding ISQ in 2010, the firm has played an active advisory role in 100+ mergers & acquisitions, private placements and advisory assignments across North America.

Pete Moore and his team have also invested in passionate entrepreneurs at HigherDOSE, XTEND, and Promotion Vault. ISQ's media and "live education" properties include HALO Talks, the leading B2B podcast in the sector, Time To Win Again, and the HALO Academy, an Executive Education Bootcamp Series. 

Prior to ISQ, Pete was Head of the Active Lifestyle & Wellness Group at Sagent Advisors (2003-2010.) Prior to 2003, Pete was co-founder of FitnessInsite, a SasS sales management platform with 1500+ clients (based in AZ.) At FitnessInsite, Pete invested his personal capital, leveraged his credit cards and learned what it takes to manage a startup.

Pete built his business and financial acumen on top of the foundation laid at three critical positions early in his career: Senior Associate at Brockway Moran & Partners, the private equity owner of Gold’s Gym International, Inc; worked as an Associate at Donaldson, Lufkin & Jenrette; and an Analyst at Chase Securities. (Now JP Morgan.) 

ISQ saw a need for a deeper & more useful level of education in the HALO sector. In response, we launched the HALO Talks podcast, with 500+ completed interviews and over 120,000 downloads. HALO Talks has become a “must listen” for anyone working or investing in the sector.

Pete graduated from Emory University (BBA, 1994) and received his MBA from Harvard Business School (1999.) While at HBS, he co-founded IRON PLANET, the leading B2B auction site for used heavy equipment, which was sold to Ritchie Bros for $758 million. His hobbies include: Football, basketball, tennis, podcasting, amateur ventriloquism, pro bono DJ and fitness enthusiast.

Episode Transcript

(00:00):
This is Pete Moore at Integrity Square. We are in month three of Project
Willow selling 20 health clubs to a
strategic or a financial buyer. We might go out to
a hundred different groups and we might have, let's say
15 signed non disclosure agreements or
NDAs. They will get the confidential information memo,

(00:22):
they will get the workbook and they will get some other
material documents, but they won't be getting leases, they won't be getting
membership agreements and they won't be getting any other sensitive
data. Now the banker Integrity Square will send out something
called a bid instruction letter. That bid
instruction letter will ask for I.O.I.S,

(00:43):
i.O.I. indications of interest.
Which is kind of a light way of saying, hey, tell
me if you're interested. Give me a range of what you think this company
is worth that you would pay, let's say anywhere between
five to six times cash flow or 50 to 60 million. I'm
not going to pin you down on an exact number. I need to know how

(01:06):
serious you are about doing this. I need to make sure you have the money
to do it. I also want to know who's working on the deal,
if you've hired any accountants or legal team to get into
the next level of diligence and along with our process.
And then what I'm also going to do is ask you what type of
constraints or contingencies would have to

(01:29):
happen in order for you to do this deal. Therefore, I need to
know if you have $50 to $60 million in equity
that you can write a check. I need to know if you have to borrow
money and get dent financing and that would be a
contingency or a deal factor that
would be part of your bid to sell the company. If

(01:51):
I'm representing a seller, I want certainty of close and
I only want people with groups that are active and ready to do a deal.