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Business
owners often wear many hats: Manager, Worker, Bookkeeper, Janitor,
etc. Many owners can do well at all these tasks because they all
pertain to their business. In many small businesses, the owner has
a lot of proprietary equity; the business is truly the owner's
"baby" and they understand it from every angle. So
often, when the decision to sell their business has been made,
they are not sure how to proceed or have unrealistic expectations;
they may talk to their CPA or other advisors and some may elect to
attempt to sell it themselves. Sometimes this is because they are
not aware there are any other options. Sometimes it is because
they feel that they can do a better job than anyone else since
they know their business so intimately.
However,
the decision by an owner to sell their own business may be one of
the largest missteps of their career. Why? Selling a business is
much more complicated, involved and typically much more important
than selling a house. Yet, imagine that you wanted to sell your
home yourself without using a realtor. You may know your house
better than anyone, so it may seem a logical decision. But do you
know what it's really worth in today's market? Do you know how to
market it to as many qualified potential buyers as possible?
Should you get an offer, do you have the experience to negotiate
on your own behalf to get the most amount of money possible? Once
agreed on a price, can you assist the buyer to assure proper
financing is attained and keep the deal moving forward? Finally,
even if you answered yes to any of these questions, can you afford
the time it would take to complete this process? How much would
this time really cost in terms of your productivity? Well, just
like a house, you can ask each of these questions about your
business and whether taking the sale into your own hands would
really be to your benefit.
Fortunately
for you, there is a better and easier way to sell a business that
will typically result in a higher sale price, a faster close and
require much less stress and time on your part. Chances are, there
is a qualified business intermediary or 'business broker' in your
town who, like a real estate agent, can properly price, list,
market and sell your business. Selling a company confidentially is
a complex and intricate process. A professional business
intermediary will be able to handle every aspect of the sale cycle
and keep the transaction moving forward through each step.
Services
that a business intermediary will perform on your behalf will
start with an evaluation of the business and an appropriate,
professionally determined sale price for the company. A business
intermediary will base the price on several pieces of information
including the financial health of the business, demand in the
marketplace for businesses like yours, condition of the assets,
depth & strength of management, customer diversity, growth
potential, and current industry sales trends. You may have heard
that it's as simple as a multiple of profits/EBITDA, but it's
really far more complex than a simple multiple to get the most
appropriate (and often most lucrative) price and best terms
(contrary to what you may hear in Wall Street, very few businesses
sell for all cash).
Once an
acceptable sale price or range is determined, the business
intermediary will create a Confidential Business Summary about
your business. Depending on your industry, this may include an
Executive Summary of the business, management organization
chart/personnel descriptions, facility specifications, sample
marketing pieces and a summarized financial statement along with
tax returns and/or other financial documents to verify the
numbers. When completed, this will be the primary document to
introduce the business to prospective buyers after they have
signed a Non-Disclosure or Confidentiality Agreement.
This
brings us to another great aspect of a business intermediary:
Confidentiality. This is extremely important. Every time your
business intermediary locates a potential qualified buyer, before
disclosing any specifics about your business (including its name),
they will have the prospective buyer sign a Non-Disclosure or
Confidentiality Agreement. The document will cover many points
including restricting the buyer from discussing with anyone that
your business is for sale, and not allowing them to speak to or
solicit your employees. This document protects you and your
business.
Now that
the business has been evaluated, a sale price determined and a
Confidential Business Review Package created, your business
intermediary will begin marketing the business. Finding
prospective buyers, especially qualified ones, is one of the
largest challenges to selling any company. Business Intermediaries
will use a variety of methods to find qualified buyers. Methods
that they will use depend largely on the industry your company is
in, the size of the business and the geographic area that the
business is located in. Some marketing channels may include
working with buyers that the intermediary already has a
relationship with who are looking for a business like yours;
utilizing online resources made specifically for intermediaries to
advertise the company to buyers looking for a business in your
industry and price range; and using direct marketing methods to
target synergistic or strategic buyers or other existing
businesses that your company may fit in with. These are just a few
broad avenues for marketing and successful intermediaries have
their own proprietary ways of successfully finding qualified
buyers, all of which are conducted discreetly and confidentially.
Once a
serious, qualified buyer is found, your business intermediary will
be there to work with you on negotiating the final purchase price
and terms. These are often put into a Letter of Intent that will
serve as an outline to the final Purchase Agreement. Ideally, the
intermediary can generate multiple potential buyers and create
real or perceived competition for the business. This tactic can
often result in improved price and terms. Business intermediaries
will often assist the buyer in finding financing sources and may
have your business pre-qualified with an SBA lender if
appropriate. An entire article could be written on financing
alone, but suffice to say that an intermediary's relationships and
ability to work with various financing sources (banks, equity
firms, private lenders/investors, etc.) is among their greatest
assets to you and will open many doors to buyers in need of
funding to complete the transaction. Finally, the intermediary
will be with you through closing and will have helped to put
together a plan between you and the buyer to ensure a smooth,
successful transition and continuation of the business.
So for
all the expertise, time saved and top sale price and terms
attained, what does it cost to sell your business through an
intermediary? Typically, business intermediaries are paid a fee
which is typically a percentage of the sale price. Many
intermediaries will also ask for a small fee upfront. This helps
partially offset their costs in business valuation, marketing and
advertising while also showing your seriousness and commitment to
move forward with a transaction. The upfront fee may or may not be
credited to the final fee upon the sale. In most cases, the sale
price that a business intermediary can negotiate for your business
will be higher than what a sale-by-owner transaction would bring,
even after taking their fee into account; this is due to their
knowledge, expertise and by maximizing leverage in the negotiation
process.
For many
small business owners, the sale of their business is one of their
most critical life events; that may only happen once in their
lifetime. Having the assistance of a focused professional to
manage and lead you through the process all the way to the closing
table can make a huge difference in insuring the outcome is
consistent with your goals. We hope that you will consider meeting
with a business intermediary to discuss your specific company and
goals. A good and reputable intermediary will never charge you to
discuss your options. We hope that you have found this article
helpful and informative. The Carolinas-Virginia Business Brokers
Association and its members are dedicated to serving our industry
with the utmost integrity, loyalty and customer service.
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