Business Sales Activities

Recent reports from the leading business-for-sale websites indicate significant increases in sales transactions.  These seem to be primarily in Main Street businesses as other reports from M&A portals are telling us the deals are very slow.  Two very different scenarios seem to indicate the lower market is moving but Private Equity is stalled.  My personal experience in closing deals validates the activity at the Main Street level.  Also another indication of this activity is the number of sellers now considering selling whereas previously they were sitting on the sidelines waiting for their business to return to normal valuations.  If you are interested in selling your business, please contact me for a free Broker Opinion of Value (BOV).

The Process of Selling Your Business, Completing the Sale Page 5 of 5

Completing Your Sale


Due Diligence

The period between offer and approval and closing could be the trickiest. Contingencies need to be removed, 3rd parties must get entangled, and the final details need to get nailed down. Required research, the method in which a Buyer will perform the jobs critical to confirm the financial and operations information represented by the Seller, and a Seller will confirm the finance and business strength of a buyer, is usually the 1st action item that follows offer and acceptance.  A buyer could have his accountant aid or perform required Due Diligence.

To keep up a smooth exchange, and to reduce the potential damage in the event of a sale fail, we provide one or two tips referring to Due Diligence:


  • Don’t permit in depth required Due Diligence to be performed till offer and acceptance has been reached.
  • Have a clear time-frame incorporating the process. A time-frame in which mandatory info will be supplied, and a time-frame in which required Due Diligence will be finished, keeps an exchange moving in a forward motion.
  • Don’t move on to other contingencies concerning 3rd parties (lease transfer arrangements, provider transfer agreements, for example), till the Due Diligenc contingency has been removed.


Sale Documents

Once all the other contingencies have been removed, your lawyer will draft the sale documents important to complete the transaction and the purchaser’s lawyer will examine and approve or make changes. It is vital that both parties are represented by legal counsel. Contracts executed in a normal business sale carry major default implications for both parties.  Sale documents prepared may include a Sale Agreement, a Bill of Sale, a Non-Compete Agreement, a Security Agreement, and Private Guarantees.



Escrow closing (the conclusion of the sale), frequently happens at an escrow office or other location neutral to both parties. A business escrow service will prepare closing statements, work out and break up pro-rated costs and money, perform the searches important to convey clear title to property, file liens for the vendor, and coordinate the execution of sale documents and the collection and disbursement of sale proceeds. Escrow costs are generally split between the Buyer and Seller similarly.

The Process of Selling Your Business– Offer and Acceptance Page 4 of 5

An offer may come first as a Letter of Intent (LOI).  It’ll generally include the price and terms being offered, the sale structure (asset sale versus stock purchase), a closing date, contingencies and conditions of a sale.

Terms presented in an offer may outline the payment method, scope and length of a non-compete agreement, transition terms, incentive payments, identification and condition of assets being bought, identifying of liabilities to be thought, any seller guaranties, and other exchange details. Contingencies will detail all action items needed before completion of sale.   Verification of monetary and operations information ( Due Diligence ), acceptable inspections, adequate lease transfer arrangements, adherence to licensure and regulatory bodies certifications, financing approval, lawyer review and approval of all sale documents, are all common sale conditions. Contingencies will most likely be tied to completion dates. An offer might be accepted, defied, or changed and presented back to the buyer as a counter-offer. Till agreement is reached by both parties, either party may withdraw their offer. In considering an offer, be certain to appraise the purchaser’s qualifications, financial resources, and methodology of securing any payments to be made. A great price from a risky buyer won’t be the best answer.

The Process of Selling Your Business, The Confidential Marketing Memorandum Page 3 of 5

The Confidential Marketing Memorandum


The Confidential Marketing Memorandum


The information presented to a certified buyer after execution of a non-disclosure agreement may include :


  • A record of your business
  •  An top level view of your business, including info about your firm’s services and goods, operations info, and staff structure
  • Information concerning your market, including client mix, rivals, and industry developments
  • A listing of the assets included in the sale
  • Information per your facilities, including lease terms, for example.
  • Fiscal info that might include : Balance Sheets, Earnings Statements, details on any liabilities to be assumed, equipment leases
  • Details on the price, terms, and sale structure of which you are providing your company


Private or sensitive information need only be disclosed during Due Diligence process.







The Process of Selling Your Business– Confidentiality Page 2 of 5

Marketing Your Business

Once you’ve established offering price and terms, your hunt for the right buyer starts. Customers might be found through a specific search of potential applicants in your industry, or maybe the business ventures section of local and regional papers. Pro business brokers are in communication with several qualified prospects, and aid in the circumspect search and screening of strategic consumers. The Significance of Confidentiality is the KEY in keeping up the goodwill of your company and in minimizing the interruptions of the work place during the promotion of your business. Doubtful about the way ahead for an organization that is for sale, staff and consumers could start to look somewhere else for work and services. It is generally best to delay until an exchange looks imminent before vital people are told of a sale. To help minimize exposure, categorical information pertaining to your company should be made public only to qualified shopper prospects after they have executed a non-disclosure agreement.

A certified buyer prospect is an entity which has established:

*  A need to acquire a company

*  Monetary capacity critical to complete your exchange

* The qualifications and resources critical to run your company

* The eagerness and capability to go forward in an opportune fashion.

The Process of Selling Your Business Part 1 Of 5

Valuation & Structuring a Sale Price

The value of any business is the price and terms that a consumer is content to pay, and a seller is content to accept for that company.

That said, a professional business broker will have the power to supply an opinion of worth that reflects what a consumer would expect to pay, given an arm’s length exchange. There are plenty of valuation techniques, and one must take care to include the numerous factors 100% unique to each business.

Very frequently, easy industry “rule of thumb” analysis techniques aren’t relevant to your business.

While it is normal to use an EBITDA or some multiple/ratio to establish value there are several reasons for that proportion to alter.

For Instance :

Provable revenue has a higher acknowledged worth than non-recorded revenue ;

Repeat income has a higher accepted worth than does one off sales ;

A well diverse client base has a higher acknowledged value than a customer base that includes 1 or 2 buyers accounting for the majority of all sales.

Industry developments, company trends, company history, FFE  price and condition, capital wants, entry barriers, intellectual property, worker turnover, and owner’s obligations are simply a few of the factors that may impact a firm’s value.

Building a reasonable price with terms competitive with other companies for sale will help you in achieving acceptable results. Your business broker or other pro will work with you to find that range.

Structuring a Sale Price.

Alas, establishing a price is only a bit of the puzzle! Valuation is mostly determined with the presumption the seller will be offering terms compatible with the present market.

If you’re thinking about retirement, offering longer than “market” terms could be of advantage to you alongside upping your chance of finding a professional buyer. If you’re in a scenario where a all cash sale is the sole possible alternative, your business broker can work with you to explore diverse sales structures including presumption of liabilities by a buyer as a type of payment, 3rd party financing, or discounted sales costs.

Optimizing the Valuation of Your Business

Two companies which make the same quantity of money don’t always have an equal value. Unless located in a novel market condition, eg. the present technology boom, the number one indicator of worth for a business is EBITDA or cash flow. For business-to-business services firms, which often have comparatively few assets, the impact of cash flow on total value is far more heavily articulated.

That said, two firms with the same cash flow may alter considerably in worth for a great number of reasons. Clearly demand is a big factor which will drive valuation multiples up in certain sectors and down in others.  As an example IT Services and Net Service Suppliers were in demand in 1999-2000 and, as a consequence, their multiples were comparatively high re other service industries. Even inside a business, firms with similar cash flows can change considerably in value. What are the factors responsible for deciding these fluctuations and what can business possession do to improve the value of their business before a sale? The solution to these questions is going to enable business owners to realize ideal worth in the sale of their business.


Run It Like a Business

The less dependent you are on any one shopper or customer or worker and the more transportable your revenues are, the more enticing you are probably going to be to an interested party.   As extreme example, if you have one customer that includes most of your revenues and that customer came to conduct business with you because you are family and you underbid the market by x% and it is a hand shake deal… Any interested party is going to find the situation terrifying and devalue the quantity of money flow you’ve been creating. Alternatively if the earnings are widely dissipated among clients who’ve contractual agreements to resume business with your firm over a period (perhaps on a subscription basis), at market rates, and the consumers understood relationship is with your company instead of you… Any interested party will feel they’ve a good possibility of maintaining the client base and will assign larger value.

Present It like a Business

For a purchase prospect to ascertain their level of interest and to make an appraisal of value they may review whatever information is provided to them applying to the business. The advantages of complete, correct and well documented information will reinforce the value of your business in many strategies:

1.  Reduced risk generally justifies a larger value. If the taking party knows in extensive detail what they are getting there should be less understood risk concerned in the purchase.

2. You increase the possibility of finding the best match – a purchaser who actually wants the business you are supplying for sale. Higher demand often equals higher value.

3.  The undeniable fact the business is well organized will most likely reinforce acknowledged value.

4.  “Time is of the essence.” Even after the parties reach first agreement, transactions run the chance of not being successfully finished. The more strenuous, time intensive and complex the Due Diligence groundwork period the less chance the deal has of making it. If your information is properly prepared the required research process will go smoother.

5. You nearly lose the component of pricey post-closing legal action due to confusion about the character of what’s being conveyed as you have correctly portrayed the business. It can pay to be nicely prepared.

And even if you do not sell, you will be more effective and worthwhile by reason of being organized and informed.

Planning and Preparation for a Business Sale

 Deciding When to Sell

Deciding when to sell might be touch call. If you’re like most entrepreneurs, the concept of selling your business pops into and out of your thoughts.  However the idea sounds good sometimes only to be put at the rear of your intelligence as a burst of new orders have to be satisfied. The explanations for selling are common and it could be surprising to you that a business owner’s incentive for selling is among the first things a possible buyer will ask about. Retirement, relocation, a change in career, are common incentives for selling.

Some entrepreneurs will sell when operations become too big to control personally, or they lack the resources to provide capital required for growth. It is vital to make plans for a transition before the evidence of burn-out and detachment show up on your fiscal reports. Enterprises that show downward sales and profit trends have a tendency to drive buyers away and/or wear away the best price you may receive for your business. If you know that retirement or a change in career is at hand, start getting ready to find the best buyer for your business.

The ideal time to sell your business is just before its pinnacle. At this point you are most certain to sell in a punctual fashion, and achieve the best compensation package for your business. Permit yourself sufficient time to find the correct buyer. It frequently takes six months to a year to find the best party, and another 60 days to finish the exchange.

Cutting The Umbilical Wire

When your clients call, are they looking for you, or is it your company name they identify with? Could any one of your qualified staff handle their desires? Are you the key technologist, the only one qualified to supply the product or service your clients demand? Are you able to take a holiday, and feel satisfied that your business may continue to run well? A possible buyer will wish to be sure that the majority of your clients will make it through a change of possession, and therefore the goods and services your company delivers can continue to develop. The transferability of a company and its buyers immediately influences a corporation’s nominal value. If you’re essential at your company, and want to sell your business inside the following couple of years, making attempts to share your consumer relations and operations commitments with key workers can help attain a great transition.

Why Buy a Franchise?

“Major advantages and benefits of buying a franchise business”

Minimize Your Risk: One of the primary and major reasons you should consider buying a franchise business opportunity (versus buying an existing independent business or starting one from scratch ), is it gives you the opportunity to go into business for yourself with an excellent chance of success, while at the same time minimizing your risk of failure.

Starting a new business is inherently risky. Most studies conclude that over 90% of new businesses fail within 3 to 5 years. In comparison, U.S. Dept of Commerce studies have shown that over 92% of franchised businesses are still operating after 5 years in business.

Buying and owning a franchise is not for everyone. And there are some obvious disadvantages to buying into a franchise business like the lack of complete control and required payment of franchise and royalty fees for example.  If you do not like following a model or structure, this might not work for you. That being said, the overwhelming success of franchising as a viable and proven business model is simply undisputable.

Below is a list of other well known advantages and benefits of buying and starting a franchise business today.

  • Risk Reduction: Franchise industry stats indicate that the franchise business failure rate is approximately 2 to 3%, compared to over 80% for all new independent businesses started.. Although some small business experts believe that the failure rate for franchise businesses is higher that 3%, it is still is significantly lower than going it alone.
  • Proven Business Model: One of the major hallmarks of franchising is that it can offer entrepreneurs a turnkey business model with established and proven operating systems, services, and products already in place.  Having a proven system already in place eliminates the guesswork and errors a common business owner would normally face.
  • Financial Assistance:    Lenders are usually very comfortable financing the purchase of a franchise because they already have a proven track record.  Bankers usually look at franchises as having a lower risk of repayment default and are more likely to loan money base on it.        
  • Management/Consulting Assistance: An established franchiser can offer a wealth of knowledge and training on how to successfully manage and operate a franchise business. Keep in mind that the Franchiser has a vested and shared interest in your success and will provide the support and training necessary to ensure you are ultimately successful.
  • Franchise Site Assistance: Most retail franchise companies play a very active role in helping new franchisees select locations that have the best chance of providing good traffic and exposure. They can also help negotiate leases and provide invaluable advice and assistance during the build out phase of a retail location.
  • New Products and Services Development: To stay competitive in the market place most successful franchise companies will devote the necessary time and resources to develop new and profitable products and services.