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.

Fear-Unspoken Emotion when Buying or Selling a Business

 

How much is the business worth?  How much can I make if I buy that business?  What is the value of the Inventory?  What is the  rent the business pays?  What is the Revenue per Sales Channel?  What can I sell my business for?  What will it cost me to start a business?

These are all financial question that very often get discussed during the process of buying or selling a business.  So often the perception of buying or selling a business… or starting a new business is all about the financial elements surrounding the transaction.  The emotional and psychological elements in my opinion are under-served and often minimized.

Selling a South Carolina Businessl

I am a business broker based in South Carolina  and in my profession I work with both buyers and sellers and can have rather intimate conversations regarding the goals and  desires of these current or future business owners.  I cant pretend to always know what truly is going thru the mind of someone I represent that is buying a business or someone I represent that is selling their business.  But I can speak of my experiences that I realized personally as I both bought several businesses as a business owner and also sold my business of 20 years.

Should You Ignore Emotions When Buying Or Selling A Business?

The money is a very important component that cant be minimized, but the emotional side should not be minimized as well.  What emotions did I experience as I personally was the buyer and seller of a business?

  • Concern,
  • Trepidation
  • Joy
  • Satisfaction
  • Worry
  • Relief
  • Uncertainty
  • Fear

Is there a book written that states these are the emotions one should realize when going thru the thought process of buying a business, selling a business or starting a business? If so I am not aware of it.  Is it ok to worry 24/7, to have some fear when making the substantial investment of buying a business?

Is it ok to have a certain level  fear when evaluating the decision to sell a business that you may have started and or been owning running for 10, 20, or 30 or more years.   I personally think all these emotions are both acceptable and normal. I feel if there isn’t a certain level of fear then possibly the enormity of the situation may not be fully understood.

When working with business buyers and those selling a business, and also in consulting for several starting a business, I do not attempt to advise that certain emotions are right, wrong, or indifferent.  My approach is to share my experiences and suggest that these emotions may be realized in the process of buying or selling a business.   I have many conversation with business owners that may want to be selling their Business.

The Fear Of Selling Your Business

They want to sell their business but the uncertainty that is so intertwined with the process can create fear,  fear can create in- action.  Business owners may want to sell or exit their business, but their business is a known entity.  The business owner knows what to expect with running his business-relatively.  Selling ones business can create so many unknowns that uncertainty,trepidation, concern worry and fear can result in just taking the path of least resistance which may mean to just keep running your business- even though you may not want to.

But a properly analyzed and thought out approach to buying or selling a business can produce some very desired emotions like relief, joy, and satisfaction.  In my opinion emotions are a big part of the process of buying or selling a business.  But you should not let your emotions get in the way of pursuing your desired goals.

The Right Time to Sell My Business

BusinessBroker

The Right Time to Sell My Business?

 

 

When is the right time to sell my business.  Timing is Everything.  As a business owner this is a question I faced and as a business broker I realize many business owners have this same very important decision.

The answer on the right  timing is different for most all business owners.  Furthermore the answer may lie more in the question(s).

Do I want to sell my business…. or do I want to transition it to family or just close the doors or other?

Do I sell it when the business is not doing well?

Do I sell it when the business is doing well?

Do I sell my business when the economy is down?  Economy is doing better is now the time?

How do I even begin looking at the process and time involved to sell my business?

Health. life, age, family, money,  are all factors that go into this very important decision. A business sale does not occur within a vacuum .

What is going on in my business , in my industry, in our current economy, in our  economy going forward  all affect value.

What effect does the aging Baby Boomer population have.  Estimates I see are we have approx. 75 Million Baby Boomers in the US which is almost 25% of our population (born between 1946 and 1964 so current age group of  54-70).  Many of those will exit business over the next several years.

Will there be a “glut of available businesses for sale?  Will this drive down the prices?

I don’t know but do believe it could affect values.

While running my business I had interested unsolicited parties come forward with an interest in acquiring my business, discussion were had and we even got to the points of an LOI (Letter of Intent) and Purchase offer being presented.  The offers were reasonable but I was “not ready”.  When consulting with my CPA, his advice to me is “You will know when you are ready”.  I continued to run my business for another 10 years and hit a point  when “I was ready”.

Selling ones business involves a lot of moving parts.  I do believe it is prudent to sell your business under your terms, not based on terms dictated to you.  (health, divorce, legal matters or other negative event forcing a sale)

As a business owner we deal with risk.  We do our best to mitigate risk but the risk of owning a business is carried with us until we know longer own that business.  Mitigating the risk of  having to sell your business under terms not dictated by you should be a priority.  So if you are “not ready”  Is it time to start getting ready ?

  • Gain knowledge about the process
  • Have a realistic view about the “salability” of your business.
  • Know that selling a business when that business  is doing well is significantly more doable than a business  in a lesser state.
  • Know that not all businesses that try to sell DO NOT and or maybe sell for a fraction of perceived value.
  • Have a plan

 

A lot go into the decision of the “Right Time” to sell a business. And part of my job as a business broker is sharing my experiences with the process.  But being ready psychologically, emotionally, financially is a timing question that only you can answer.    “Are you Ready ?” or are you “Ready to start getting Ready”.

Scott M Messinger is a Business Broker working with Business Sellers and Buyers focused in South Carolina Florida and Southeast USA.  For more information go to SellaBusinessAdvisors.com

You Want to Sell Your Business Someday How to Prepare Today

Every Business Needs an Exit Strategy.  Do you want to Run Your Business Forever?  Do you Want to Sell your business?  Do you want to leave your business to your children?  Do you want to sell your business to Your Employees?  Do you Just want to close your doors and Move on?  How do you want to exit your business ?- And when?

Recently a good friend of mine that is a successful business owner contacted me about the prospect of selling his business in a few years. He asked me to contact him regarding what he may want to be doing now to prepare his business for sale.  He has a successful growing business, he has grown his number of employees from 10 to 75 over the last 18 months.  He is effective at gaining new contracts and growing revenue, but like so many  businessmen, he has never attempted to sell his business.

Devising An Exit Strategy For Selling Your Business

Normally during the startup of a new business the thought of an exit strategy is not even a consideration.  Then small business owners get so involved with the day-today operation of their businesses that again an exit strategy is either not even thought of or possibly just put on the back burner.  Taking some time to put some thought into your exit strategy can go a long way to increasing your odds of exiting your business the way you desire to.

Planning, gaining knowledge, and preparing  may be the 3 most important measures you can take when considering an effective exit strategy.

If your exit strategy involves an interest in trying to successfully sell your business in several years, what sort of measures or actions should a business owner take to make this successful:

  1. Make sure your financials are in order. Clean understandable Income Statements and Balance  Sheets will add value to your business.
  2. Systematize and document your operations and procedures.  Well documented policies, procedures and practices are a sign of a well run company and  probably would help your company run better, and add value. If you got hit by a truck tomorrow could someone use your documented practices to help continue run your business?
  3. Move your business towards a business that does not rely on you.  Do your customers do business with your company or do customers do business with you.  When you go to sell your business are you selling a business that is dependent on you the owner or a self-sustaining business based on a solid philosophy, solid customer service and reliable employees and practices. Or when you go away, does your business go away?
  4. Speak to your trusted advisers- let them know your intentions see if  they have any input suggestions that could help move you towards this goal.  Trusted advisers may include your attorney, CPA, financial advisor, business brokers.
  5. Learn by speaking to your trusted advisers what are the most important aspects that affect your business value.  How does one value your business? What is most important to business buyers?-  Your Assets, your cash flow, your sales, your number of customers, your patents, trademarks, your competitive advantage.  Learn what the real driving factors are behind raising the value of your business and work on them. Understand that not all businesses that attempt to sell actually do find a business buyer and sell.
  6. Running your business and concurrently, preparing your business for sale is a viable  approach towards business transition. It is not a” one or the other approach”.  Preparing your business for sale does not need to get in the way of running your business, and most measures improve your business. If you make needed improvements to your business and or operations and decide not to sell your business or exit your business, you still most likely will have a better business on your hands.
exit strategy
 

 

 

For planning purposes try to learn what the potential value of your business may be. Also educate yourself on the business buying or selling marketplace.  It is not always the same.  Selling a business during the 90’s was different than selling a business in 2006, and is significantly different than selling a business in 2010… and different than 2015 or 2020.

If you think you want to sell your business in 5 years for $1M, attempt to understand what realistically your approximate value may be today.  If your business may realistically only be worth $250,000- change your expectations, change your time frame, or maybe more importantly get to work on making necessary changes to your business.

Internet Marketing For Dummies- By a Dummy (Business Broker/Business Owner)

I am a business broker that works with business owners with the process of buying and selling businesses.  My profession of being a business broker is my own business. I have also owned another business of 20 years.  I am a business broker that has been trying to figure out this “Internet thing” for quite some time.  I think I am figuring out that I will never figure it out.

Internet Marketing Industry

It seems that there are a lot of Internet marketing experts and this industry appears to

Internet Marketing

Photo (c) http://dsm-publishing.com/

still be somewhat at the early stages of a rapidly growing industry.  As a business broker and business owner, I feel a compelling need to try to “figure this Internet thing out’.  Maybe I know more about trying to maximize the Internet than some, but the question of asking a business owner (that is not in the Internet marketing business) if they understand Internet marketing is akin  to asking someone if they are a golfer.  The average golfer may have a handicap of 20-25, Some golfers shoot at professional levels- 0 handicap, some people have never golfed, some have golfed once or a few times, some golf a lot but are still a 30 handicap (the higher the handicap the worse the score).

I am about a 12 handicap.  For Internet marketing maybe I am about a 12 handicap too I dont know.  I may know  more than some, but know there are a lot more that know a lot more than me.   My job involves many discussions with business owners regarding the state of their business as it relates to a potential sale of their business or a possibly buying another business. The  questions I have as a business broker are also questions shared by the plumbing contractor, the print shop owner, the restaurant owner, the card shop owner and the small business owners scattered throughout the world.

10 Internet Marketing Observations From a Business Owner / Business Broker:

  1. The Internet today is so different than it was 10 years ago.  Ten years ago, so many businesses didn’t have websites.  Those that did had these fancy Home pages with lots of “neat stuff”. And the site just sat there.  Now-a-days it is known that a lot of that neat stuff gets in the way of search engines.    A few years ago it seemed if you didn’t show up on google – you didn’t show up, and then came, Myspace, Facebook, Titter, etc. .  I am convinced the internet 10 years from now will greatly different than it is now.  Trying to figure out where it is going is the challenge.
  2. To me , I see the value in Social Media marketing is that it decreases my reliance on Google.  With Social Media customer have another way to find you.  You don’t need to show up on page one of google to be found.  I may be wrong with this line of thinking but this is my perspective.
  3. It feels like everyhting I learned yesterday, is almost outdated tomorrow
  4. I see the question asked so often online- Is anybody making any money on Twitter.  Twitter is growing at 1,000,000 new users per minute 🙂 doesn’t it just make business sense that some are making profit on Titter- I am not yet,  are you?
  5. Is internet marketing another strong way to reach customers, market
    Internet Marketing Business

    Photo (c) vistaphuket.com

    and advertise, or is it so much more.  As a business owner we know we need to advertise and market.  In the past and present we use the Yellow pages, direct mail, radio, maybe TV, trade shows, telemarket, direct sales.  Is it proper to view internet marketing as a very strong means of marketing and advertising or view it as so much more.  I tend to think to view it as so much more.

  6. Is it true that if you can drive mad traffic to your website you could sell ice cubes to an Eskimo?.
  7. Is blogging better than tweeting, is Facebook better than Twitter.  Do I need to post videos to Youtube?  How important is SEO, incoming links, adding more friends, social media buttons/widgets?
  8. Is email marketing dieing, improving, necessary, changing, or being somewhat replaced by social media?
  9. How do I do all that I should be doing on the Internet, without having to bear the cost of “sub contracting” that task out and still run my business.
  10. How will we be accessing the Internet down the road and how does that affect my approach.  It seems a few short years ago accessing the Internet with ones cell phone was a novelty at best.

I am just a business owner who’s profession as a business broker requires significant marketing efforts.  How do you find a business owner that is looking to sell a business.  This is a very confidential event.   How do you find a business buyer that is looking to buy a landscape company, a Towing company or a  Computer Repair shop?  My approach is of to try different things.

I Tweet the businesses I have for sale- I get some follow up questions, I blog about my business experiences- it has driven”some traffic” to my site, I am on Facebook- but pretty weak, I am on Linked-In and a few other social/business sites.  I personally feel value in writing a blog as it allows me control to provide SEO optimized current content to my site.

I certainly am not in a position to provide well grounded advise on this subject but my major point is- Are you a business owner confused about what you should be doing on the internet? – You are not alone.