Steps Involved with Selling a Business

Steps Involved with Selling a Business

There are many steps involved with selling a business

Steps Involved with Selling a Business

Steps Involved with Selling a Business

Buying or Selling a Business is a process.   The below provides a framework to define the steps involved with selling a business in South Carolina, Florida or SE USA..  The size and type of business that one may be buying or selling will influences the complexity of each of these steps.  I am a Business Broker based in Anderson South Carolina.  I work with Business Sellers in South Carolina, Florida and Business Buyers locally, throughout the US and International as well.  Every Business Sale transaction is different but share some similarities as well.

1)  INITIAL INFORMATION REVIEW– Gathering needed information and protecting that information ensuring Confidentiality and Non-Disclosure Agreements are signed to assure confidentiality related to this  private matter.  Irreparable harm can occur if the confidential content of discussions and negotiations are improperly disclosed. Seller reserves right to approve potential buyers and may require that additional buyer information/capability be submitted before confidential information is released to the  buyer of the business.

2)  THE INITIAL MEETING: At the first meeting, the potential   buyer of the business  will want to know specifics from the owner potentially including  seller’s motives for selling the company as well as more detailed information about the business.  Conversely, the seller will want to know how if  the buyer is the type of person to whom he wants to sell the company. If the results of the initial meeting warrant further consideration of the deal, the buyer will next begin to evaluate the company and develop a financial structure for the proposed business purchase.

3)  THE LETTER OF INTENT/PURCHASE CONTRACT: Either a contract with

contingencies or a letter of intent will be presented. A letter of intent may have an ” escape clause”  in it to allow one or both parties the opportunity to withdraw from the deal if certain conditions are not met.  The letter of intent will address :

  • The purchase price/ consideration – Selling price of cash, notes, equity, or some combination of these.
  • What is being purchased — Assets, liabilities, and operations that are being transferred to the buyer and those being retained by the seller should be identified.

    Structure — The parties need to agree about whether the sale will be a sale of assets, a sale of stock, a merger, or some other structure. Whether the SBA, bank, or owner takes back a note, the company cash flows must be able to support that loan.

  • The definitive purchase agreement — As the buyer begins its detailed evaluation of the company, the attorneys will be preparing the purchase agreements. The Sales Purchase contract is usually drafted by the buyer’s attorney.
  • Due diligence — The seller will need to have ready his financial records, all corporate records,pertinent  contracts and all pertinent other  documents  that the buyer of the business will be requesting for review once the letter of intent or contract is signed. This will allow the buyer of the business to analyze the company in greater depth to determine whether everything has been represented properly, whether he wants to buy the company, and, if so, the appropriate price to pay. A purchase price is usually negotiated based in part on historical financial information. and future potential earnings.
  • Escrow — The buyer will establish an escrow account  into which his initial  Good Faith deposit of monies shall be deposited and handled by a 3rd party escrow agent .
  • Other significant items-  non- compete terms,  and employment contracts.   leases and long-term purchase contracts, and any other pertinent business agreements shall be addressed.
  • Professional fees – Usually the buyer and seller will bear their own costs for attorneys and accountants.
  • Conditions and Timing for closing. Usually the closing is within two weeks after all contingencies have been completed, and like most steps in the buying or selling of a business this time is negotiable.

4)  CLOSING– Once all issues have been resolved, the documents are signed, and the consideration exchanges hands, the deal is in condition to close. The actual closing marks the conclusion of the process.

Again buying or selling a business is a process and depending upon the size of the business and type of business this process from start to end can take several months or even longer.  There are many steps involved with selling a business.  Due diligence when buying or selling a business is a very important part of this process. Negotiations are made at most every step of the process as new information becomes available and additional analyses are performed.

In a successful negotiation, both the buyer and the seller need to be flexible and to understand which points are important  and which ones may be “deal breakers”.  Most people may buy or sell a business maybe once in his or hers life.  Following  the advise of a trusted advisor such as a business broker can help increase the likelihood of a successful business sale or business acquisition. The steps involved with selling a business can vary and each business is different yet the above is intended to provide basic framework.

 

Scott Messinger is a business broker based in Anderson South Carolina and work with business sellers in South Carolina including Anderson, Greenville, Spartanburg, Clemson and the Upstate areas.  Also work with Business Sellers in Florida and business buyers throughout the USA and Internationally. many areas of USA.

Selling My Business Next Year

I was thinking about selling my  business next year….   last year, but didn’t take any steps … yet.  And now another year is gone and 2017 is approaching.  I do plan on selling my business next year. Getting a business ready for sale is both advisable and prudent.  Waking up one day and deciding you want to sell your business tomorrow may not be a good idea.  Deciding that you would like to sell your business as an exit strategy and putting together a plan is likely to maximize your gain from the sale of your business.

Selling My Business Next Year

Selling My Business Next Year

You could easily Google Preparing your business for sale and find many many articles/list and sources of information.   I had written a related article in the past as well.  But beyond the list- what of these methods are most important?  Are all of these measures necessary or are they just guidelines?

I had sold my own business of 20 years, I had considered several offers over the years, I went thru various stages of decisions as to how I would exit my business.  At some point I realized that my exit strategy would be to sell my business if I could find the right situation.  But from my perspective the most important part of my approach was to commit to running my business as if I would own it  perpetually.

So many businesses that try to sell- don’t sell.  A business owner needs to realize this and allow this fact to influence their thought process.  Currently I am a business broker in Anderson South Carolina and work with business sellers and business buyers in South Carolina, Florida , and South east USA.

Be Realistic When Deciding On Selling Your Business

Many components and aspects of your business should be looked at from a realistic standpoint, critiqued,  and adjusted as needed when preparing your business for an eventual sale.  Often its easy to think “selling my business next year”,  but the months and years can go by and next year never happens. When Selling My business next year, steps should be taken this year… or now.   Some important areas to address when looking to sell your business include:

  • Either develop, establish, or refine your business operational procedures, practices, and methodologies and have them documented
  • Does your business rely on you the business owner?  If so, make changes to reduce that reliance.
  • Clean financials-  Does your Income statement and Balance Sheet make sense ?

But the question to pose is what of these measures is most important or essential as it relates to preparing for the sale of my business?

In my opinion it is accurate , sensible, reliable Financial records.

The Importance Of Reliable Financial Records

Typical financials involved with the sale of you business can include Profit/Loss or Income Statements, Balance Sheets and   Tax Records.  Further into the due diligence process of your business good  Sales Journals, Customer Information, Inventory Info,   all can go a long way to maximizing the value of your business.

Clean financial records are so essential to all parties involved with the acquisition of a business. And all involved includes the Seller, the buyer, and possibly a bank, lender or third party investor.

So when looking to Sell your business-

  • If you have a great business that is producing great margins, produces a great bottom line, and a very high owner benefit- but the financial records do not support this – what do you have?
  • If you have a business that you own and run it semi-absentee, great systems, increasing sales, good industry but poor financial records- what do you have?
  • If you have the nicest looking, shiniest looking store, website, equipment, office or vehicles, but your financial records don’t make sense- what do you have?
  • Looking to sell your business next year?  Start working on your financial records today.

Scott Messinger is a Business Broker and Business owner based in Anderson South Carolina.  He has personally purchased 8+ small businesses and currently works with both business sellers and business buyers in both South Carolina and Florida. For a free consultation call Scott in South Carolina at (864) 210-8226 or Florida (239) 770-2421.

 

What is My Business Worth

What is my business Worth?

Getting accurate information on Private businesses sold can be difficult.  Below I am sharing information on businesses sold during the 2nd Quarter of 2016.  This information comes from a survey that includes over 375 Business Broker and Business Professionals involved with buying and selling businesses.  I am a 10 year Business Broker working with Business Sellers and Business Buyers in South Carolina Florida and Southeast USA.

If you are considering the sale of your business, planning or preparing an exit strategy from your business or considering buying a business the below information provides valuable insight.

There are many valuable points to be gleaned from the below but a very important underlying point is that businesses are different. You can see the information surrounding what a business sells for, why a business owner sells, who the business buyers are, where a buyer comes from , and why a business buyer buys a business. The size of the business affects all these aspects  are very dependent on the size of a business.

A $1M business may sell for a multiple of cash flow of 3,4,5 x- but this doesn’t necessarily mean that a $400k business would sell for a similar multiple.

What is My business Worth?  Below chart shows  what businesses recently sold for.  Please note Buyers Paid a higher multiple of EBITDA (Earning before Interest Taxes Depreciation Amortization )   for larger businesses.  A business of say $200K of Ebitda may get 2.5 x that Ebitda, whereas a business with $500k of ebitda may get 4 x ebitda.  Cash flow, adjusted cash flow, ebitda, owner benefit, seller discretionary earnings or other related measurement of earnings are a significant factor when determining business value.  

South Carolina Business Broker

South Carolina Business Broker

 

 

 

 

 

 

Why did Business Owners Sell their Business.  Are you a South Carolina or Florida Business Owner considering the sale of your business?

Upstate South Carolina Business Broker

South Carolina Business Broker

 

 

 

 

 

 

 

 

 

 

Who were the Business Buyers during the 2nd Quarter of 2016?

South Carolina Business Broker

South Carolina Business Broker

 

 

 

 

 

 

 

 

 

 

Why did Business Buyers Buy a Business in South Carolina Florida  and the rest of the  US?

South Carolina Business Broker

South Carolina Business Broker

 

 

 

Where did the Business Buyers come from?   Usually they come from somewhere else.  For me as a South Carolina Business Broker and Florida Business Broker the last 10 business I sold the buyers on all of them came from distances of 200-1000 miles away.

South Carolina Business Broker

South Carolina Business Broker

 

 

 

Scott Messinger is a Business Broker Based in the Upstate South Carolina with main offices in Florida and working with South Carolina Business Sellers, Florida Business Sellers, and business buyers and Sellers throughout USA.

For more information Please contact me at  (864) 210-8226  or (239) 770-2421 or Scott@GatewayBusinessAdvisors.com

 

 

Selling a Business 2 Most Important Elements

 

Selling a Business- 2  Most Important Elements

 Thinking about Selling your Business? 

selling a business

Selling a business very often involves many many moving parts and finding the right Buyer for your business can be a very involved process. Do you use a business broker to sell your business? Do you try to sell the business yourself? These are just a couple of the initial questions a business owner must answer to begin the process of selling ones business.

When selling a business it is easy to think that I will sell my business to “the first person to comes along with enough money to pay my asking price.” The sale of a business involves many terms and conditions by both the buyer and seller that must be met to consummate in a sale. Very often as you go through the process of due diligence by both the buyer and seller, wants and needs are uncovered, and potential roadblocks to completing the sale can occur.

Two important elements have a very strong impact on increasing the likelihood of a successful sale of a business. When trying to sell your business are you working with:

  1. An Interested business buyer
  2. A Qualified business buyer

As a  business broker , with focus as a South Carolina Business Broker and Florida Business Broker one of my more important responsibilities when I represent a business owner selling a business is to qualify or “pre-screen” the various inquiries on the business for sale. There are many people that inquire/ask about a business for sale and probably less than 5% , 4%,  2% of those buyer prospects actually buy a business at all.

A Qualified buyer can mean many things, but having the adequate available cash, equity, financing, special skillset, proper personal family and life situations are important to establish.

An Interested Buyer is one that wants to buy the business. They have seen basic information on the business and based on that, if no significant negatives or unknowns surface, they want to buy the business.

There will always be a lot of due diligence, verification, questions and answers, but this buyers desires to see the process move forward. If my wife and I were looking to buy a new home, and she finds a home that she likes- I am pretty much transformed into an Interested Buyer. I may turn from looking to buy a home to working to buy this certain home. Issues may occur when doing the due diligence on buying the home but I task these as issues to overcome, not reasons to get out of the deal- If I am a truly interested buyer (and or my wife really wants the house.)

When going through proper due diligence many discoveries, questions, and uncertainties can be uncovered. When you have a Seller that is truly interested in selling a business and you are working with an interested and qualified buyer, issues uncovered in due diligence are not “Gotcha” moments but rather are business related issues that both parties seek equitable resolution and or explanation on. Issues that surface become hurdles but not roadblocks.

Buying and selling a business is a process. When Selling your business at some point in the process you ascertain that you are working with an interested qualified buyer. From my perspective, having an interested Seller and recognizing that you are working with a truly interested qualified buyer are two important ingredients towards a successful sale of a business.   Having just one of those elements will likely have bad results.  When Selling a business remember the 2 most important elements to look for – a Qualified and Interested Business Buyer.  Now the question is- How do I find one?   For More information contact Scott Messinger  Business Broker serving South Carolina Florida and Southeast USA.

Selling Your Business Not to Donald Trump

Selling Your Business Not to Donald Trump

selling a business or buying a business

selling a business or buying a business not thru a rearview mirror

Donald Trump has bought many businesses in his career. He has sold many as well.  Most business Owners looking to Sell a Business have not sold a business before.   Likewise the majority of those that buy a business have not bought a business as well.

Like with most statements there are exceptions to the rule.

There are many Strategic Business Buyers that make multiple Business purchases within a year.  Sometimes a business owner had sold a previous business as well.   But from all my experiences involved with business buying and business selling over the last 25 plus years the majority of business sellers are selling a business only once maybe twice in a lifetime.

As a prior business owner and a current business owner and a buyer of multiple businesses, and a Business Broker in South Carolina and Florida I recognize the benefit of hindsight.  We all know in running or growing a business, we make mistakes.  We dont know it all.  But we know more than we did 10, 20 or 30 years ago.   How good can one be when doing things for the first time?  Very often you just don’t know what you don’t know.

Buying or selling a business is not a perfect process.  Things can and will go wrong during the process of buying a business and selling a business.  Things can and will go wrong while running a business.

I have never witness a Perfect Business being sold by a Perfect business Seller to a Perfect Business Buyer.

The goal to buying or selling a business for the 1st or 2nd time in ones life should be to mitigate your situations of “I didnt know that”.   Surround yourself with people that you can trust that have been through the process before.   Ask questions. Seek answers .

Below are some common misconceptions I have come across from both business buyers and Sellers.

  1. Business Seller- ” I want 100% of my Selling price to be paid at closing. I do not want to offer any financing”- To that I say- We All Do.  We all want to be paid completely at closing-” How do I know Buyer will pay me”.   Buyer will say, “what assurances do I get that this business is what I think it is.  “Without looking at sales of businesses over last 5-10 years I would venture to say that 80-90% or more of all business sales involve financing from SBA Lender, Seller, or other 3rd party financing.  -As a business broker  I seek to secure “SBA Lender Prequalification” for a business I am representing to sell.  The quantity of Buyers willing to pay 100% cash for a business is minimal.  The amount of prospective buyers that are willing or in the position to pay a down payment and finance the balance is significantly greater.
  2. Business Buyer- “I’m buying a business, so either the Seller meets all my demands or I walk.”  Normally a business Sale involves some “give and take”.
  3. Business Seller- “Let the Buyer make an offer then I will provide that information.” – Certain information is needed in order to make an offer. Not all request are reasonable- the responsibility of an advisor is to “advise” on what may or may not be a reasonable request.
  4. Business Buyer- I found the right business, but I am going to wait to see if they reduce the price.- Finding the right business is not an easy task. If I find the business I am looking for, I am going to pull the trigger or else deal with the remorse of missing out on this opportunity.  I’ve done that before, and wont again.

So what are some key take-aways when looking at buying or selling a business for the 1st time?

Know what is important to you.  Know your timing.  Seek advice of trusted advisors.  Ask questions. Measure twice, cut once.  Mistakes can and will be made.  Not Doing your best to mitigate those mistakes could be your biggest mistake.

For More information on buying or selling a business, business value points or transition/exit strategy please feel free to contact me Scott Messinger at (864) 210-8226  or (239)770-2421 – Scott@GatewayBusinessAdvisors.com