A process letter (lettre de procédure) is the document sent by the seller's financial advisor to qualified potential buyers defining the rules of the competitive sale process — bid submission deadlines, required offer format, data room access terms, preferred bidder selection criteria and evaluation methodology. It structures and disciplines the sale process, maintains competitive pressure and protects the seller's interests. Its drafting is a strategic exercise: overly restrictive process letters deter quality bidders; overly permissive ones lose their disciplinary effect. See our dedicated guide on drafting effective M&A process letters.

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Example: Hectelion's process letter for a Swiss services group sale specifies: indicative offers by March 15, data room access for 3 shortlisted candidates from March 22, binding offers by May 3, preferred bidder selection and SPA negotiation May 10–31. The required offer format includes price, proposed structure, conditions precedent, financing confirmation and proposed closing timeline — providing the seller maximum comparability across competing offers.

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Hectelion drafts process letters for sell-side mandates to maximise competitive tension while maintaining the information discipline needed to secure the best possible outcome for selling shareholders.