The Process of Selling your Business has four (4) identifiable
phases: Planning, Buyer Search,
Deal Making, and Closing. Under each of these phases important
steps need to be taken to gain the maximum value for your
business. CORE Business Advisors will help in defining
all steps in each of these phases resulting in the successful
sale of our business.
Determine Objectives: What are your needs and
goals. Do you want to sell part of the company? Do you need to raise capital
for future growth? Are you ready to retire or continue with the company after
the sale?
Collect Information: It is critical to provide
information on all aspects of your business. The quality and usability of the
information is critical to combine the information into an acceptable
presentation. Information creates understanding, trust and confidence for
buyers.
Maximize Financial Presentation: Financial
statements are prepared for tax purposes.
To gain maximum value the seller’s financial statements must be normalized to
accurately state the true economic benefit (earnings) and assets of the
company. The amount of economic benefit directly impacts the true worth of your
enterprise. As you identify and adjust out fringe benefits, one-time expenses,
non-recurring expenses, and non-business related expenses from your earnings,
the normal profitability of your company emerges to create enhanced value.
Valuation of Business: Determining the “Fair
Market Value” of your business is based on the I.R.S. Revenue Ruling 59-60. It
is an involved procedure that takes into account the industry you are in,
history of your company, financial assets, financial performance, future
projections, strength, weaknesses, and the intangible circumstances associated
with your business. By correctly establishing a range of value that a fully
informed buyer would pay prevents you from over pricing your business or
leaving any money on the table.
Preparation of Business Profile: The business must
be packaged with facts, figures, records and information that correctly
identifies and portrays the business accurately. The Business Profile will be
the first document the buyer will see and will make a first impression. This
document will educate the buyer about the company and describe the intangible
assets such as management, skilled employees, customer service, customer
loyalty, operations, technology systems, vendor relationships, market niches,
product branding, and trademarks.
Buyer Identification Strategy: Finding the right
buyer for your business that will perceive its highest value is critical. There
are different buyers in the market place and all have different reasons to
acquire companies. Business acquirers buy for some of the following reasons:
geographic market, market dominance, product synergy, production capacity,
supplier forward integration, distribution, distribution backwards and
competitive integration. A defined strategy to bringing the business to market
must be created to encompass the various types of buyers.
Confront Issues: Identify issues such as real
estate titling, lease agreements, regulations, licensing, key employee,
franchisee requirements and other concerns. If you fail to address these up
front you stand the chance of disenchanting or losing the buyer, thus wasting a
lot of time.
Exposure Strategy / Confidentiality: Bringing the
business to market with a defined marketing plan while maintaining the highest
level confidentiality is a strategy in itself. Careful consideration on the
types of marketing options must be given in order to ensure maximum exposure
while protecting the confidentiality of the business. Steps must be taken to
guard against employees, competitors, suppliers, or customers learning that the
business is for sale. It is unlikely that your professional contacts can
identify enough potential purchasers for you to feel confident that you
obtained the “highest and best” price.
Pre-Qualify Buyers: Does the buyer have the
capabilities to acquire and run the business effectively. This includes
management ability, vision, culture sensitivity, and
financial capacity to complete the transaction. Complete confidentiality must
be agreed upon and adhered to until closing of the business.
Onsite Visit: Allow buyer to tour your business
during off business hours. This process allows the buyer and seller to discuss
the aspects of the business and establish rapport with one another. Count on
several visits per buyer.
Purchase Offer: “Strike a deal” or “Meeting of the
minds” describe where buyer and seller agree on the basic and maybe special
terms of the sale. At this point a “letter of Intent” commonly called LOI or a
legally binding Definitive Purchase Agreement will be offered by the buyer.
Negotiations: When the offer is made, then
negotiations takes place between buyer and seller’s legal counsel. A Definitive
Purchase Agreement will be entered into by buyer and seller describing the
purchase price, terms, conditions, representations, warranties and
contingencies. Proper legal counsel will save thousands of dollars.
Close: Final execution of the required legal
documents to transfer title and assets. Review and processing of the monies
will be disbursed.