Overview of Selling A Business

Overview of Selling A Business
Disclaimer

The owners of this website may be paid to recommend Earned Exits. The content on this website, including any positive reviews of Earned Exits, may not be neutral or independent.

Selling a business is a complex process that needs careful planning and execution. You might sell your business for reasons like retirement, partnership issues, illness, or wanting a new challenge. The sale process can be long and emotionally tough. It often requires a team of experts, including a broker, accountant, and attorney.

The success of the sale depends on many things. These include the reason for selling, the timing, the business’ strength, and its legal setup. The process is challenging. It involves tasks like setting a fair value for the business, looking at exit options, making a CIM, finding buyers, negotiating sale terms, and ensuring a smooth transition.

Key Takeaways

  • Selling a business requires careful planning and a team of professionals, including a broker, accountant, and attorney.
  • The success of the sale depends on factors such as the reason for the sale, the timing, the business’ operations, and its legal structure.
  • Accurately valuing the business, exploring exit options, and preparing a CIM are crucial steps in the sale process.
  • Finding potential buyers, negotiating the terms of the sale, and ensuring a smooth transition are also important considerations.
  • It’s important to understand the tax implications and long-term financial goals when selling a business.

Build Your Team

Selling a business is complex and needs a team of experts. A successful sale depends on having the right team. This includes an M&A advisor, an M&A attorney, and an accountant. They offer valuable experience and knowledge to guide the seller through the sale process and help get the best price.

M&A Advisor

An experienced M&A advisor is key in getting the business ready for sale. They do a detailed valuation, spot issues, and help make important sales documents like the CIM. With their deep market knowledge, they help the seller through tough negotiations and make sure the deal works best for them.

Attorney

An M&A attorney is vital for handling key agreements like the non-disclosure agreement and purchase agreement. They protect the seller’s interests and make sure the legal parts of the deal are right. Their knowledge in mergers and acquisitions makes the sale process smoother and more successful.

Accountant

The accountant’s job is to do financial due diligence and a quality of earnings analysis. They check the financial statements and work with the M&A advisor to understand the business’s financial health. Their skills are key in fixing financial issues and getting the business ready for the buyer.

With this team of experts, the seller can confidently go through the sale process. They can tackle any problems that come up and aim to get the best price for their business.

Prepare for the Sale

Getting your business ready for sale is a key step many owners skip. The top mistake is not preparing well. Many think selling is easy and rush into it without a plan. But, getting ready is key to getting a good price and making the sale successful.

First, make a detailed plan and focus on important tasks. This careful planning can make the process faster, get you a better price, and leave you with more money. When selling a business, you have to share a lot of info with buyers. This includes financial statements, how the business runs, contracts, policies, and insights on the management team.

  1. Look over your financial statements from the last 3-5 years. Buyers will check these first.
  2. Fix any problems in your business, like making things run smoother or following the rules better.
  3. Collect and organize all important papers, like contracts, leases, and licenses, to give buyers all the info they need.
  4. Talk about your management team, business strategies, and plans for growth to make buyers trust you more.

Dealing with concerns early and sharing lots of info with buyers builds trust. This makes the sale process safer. By preparing well, you can sell faster, get a better price, and make the sale a success.

Preparing for Business Sale

Value Your Business

Figuring out what your business is worth is key when you’re selling. Start by calculating the seller’s discretionary earnings (SDE) or earnings before interest, taxes, depreciation, and amortization (EBITDA). These numbers show the yearly financial gain if you were the only owner.

After figuring out the SDE or EBITDA, multiply it by a multiple to find your business’s value. For small businesses, this multiple is usually between 2.0 and 3.0. For mid-sized businesses, it’s between 4.0 and 8.0. The exact multiple depends on your industry, market conditions, location, size, assets, and risk level.

Most valuations focus on cash flow. So, increasing your cash flow can greatly boost your business’s value. For a detailed appraisal, consider hiring an M&A advisor. They can give you a verbal opinion of value or a written report for non-legal uses.

business valuation

Other things also add to your business’s value. This includes tangible assets like buildings, machines, and stock, and intangible assets like patents and customer loyalty. Industry trends, growth potential, and what similar businesses sell for also play a part.

Explore Your Exit Options

As a business owner, it’s key to look at different exit options before selling your company. These options fall into three main types: involuntary exit, inside exit, and outside exit.

Involuntary Exit

An involuntary exit happens due to unexpected events like bankruptcy, death, or disability. Even though you can’t control this type of exit, having a plan helps. It ensures a smooth transition and protects your business and its stakeholders.

Inside Exit (Family or Employees)

An inside exit means selling to a family member or employee. It keeps the business in the family or team, but it comes with its own challenges. You’ll need to find a good successor and deal with family or team issues. A M&A advisor can guide you through these challenges.

Outside Exit (Selling to Third Party)

Selling to a third party is often the best way to maximize the purchase price. A M&A advisor can find the right buyers for your business and spot any unique problems they might face. This method usually gives you the most money and best terms for selling.

Choosing an exit path requires working with your M&A advisor, lawyer, and accountant. They ensure a smooth transition and help you maximize your purchase price.

Decide to Sell

Selling your business is a big decision. You need to think about your goals, feelings, and the business world. It’s important to be fully committed and determined.

Many business owners use their gut feeling to decide if they want to keep going or sell. Thinking about all these things will help you make the best choice. With $4.7 trillion in deals expected by the end of 2022, the market for buying and merging businesses is booming. Potential buyers might be ready to jump in when the time is right.

  • Things to think about include tax changes, the sales market, needing more resources or new leadership, and big life changes like health issues, divorce, or retirement.
  • Industry trends, like many bidders and auction jumps, can lead to fierce competition. Knowing these trends is key.
  • It’s also important to look at sale terms, such as salary guarantees, stock payouts, and future ownership shares.

The choice to sell your business is a mix of your goals, feelings, and the business world. By carefully looking at your options, you can make a choice that fits your long-term plans and happiness.

Prepare the Confidential Information Memorandum (CIM)

Before selling a business, start by making a confidential information memorandum (CIM). This is a detailed document, 20 to 40 pages long. It goes to buyers who have agreed to keep the information secret with a non-disclosure agreement (NDA). The CIM shares key details about the business without revealing too much.

The goal of the CIM is to make the business look appealing to buyers. This helps sell it for the highest price. Investment bankers earn their fees based on the sale price. So, they work hard to present the business in the best way possible.

A CIM has sections like Executive Summary, Investment Thesis, and Market Overview. It also covers the company’s products, revenue, employees, customers, and financials. The idea is to give buyers a full picture of the business and its future growth.

Here’s what the CIM process usually looks like:

  • Interested buyers: 50
  • Buyers signing a non-disclosure agreement: 20 to 25
  • Buyers showing interest: 15
  • Meetings arranged: five to eight
  • Second meetings: three to five
  • Letters of Intent (LOIs) received: one to three

By creating a detailed and well-thought-out CIM, business owners can highlight their company’s strengths. This attracts the right buyers, leading to a successful sale.

Find Buyers

After making a Confidential Information Memorandum (CIM), the next step is to find the right buyers. You need to make a list of potential buyers and plan how to reach them. This usually means sending emails, making phone calls, and other direct methods.

To get 5 to 10 serious offers, you should talk to about 100 to 200 buyers. ACT Capital Advisors has been in the business for over 30 years. They know that showing your business makes money is key to getting a good price.

They have a list of buyers who are looking for businesses. They also use targeted marketing to get more interest. It’s better to have several buyers competing for your business to get the best deal. The seller makes all the decisions during negotiations, keeping ACT Capital Advisors in a strong position.

When looking for buyers, think about their money situation, experience, fit with your company’s culture, and their plans for the business. You can use online platforms, business brokers, and your network to find good buyers. Non-disclosure agreements (NDAs) help keep your business info safe during checks.

It’s important to check if buyers really want to buy, their experience, how they plan to finance the purchase, and what they will do with the business after buying it. Selling to a strategic buyer usually means getting a better price. They see more value in your business than regular investors do. Working with other companies can also lead to more chances for mergers and acquisitions.

Overview of Selling A Business

When you decide to sell your business, you start by meeting potential buyers. You share details about your company, how it works, and its finances. Then, you negotiate the terms of the letter of intent (LOI), which details the sale’s main points.

Next, you manage the due diligence phase. This is when the buyer checks your business’s records, assets, and debts. It’s a way to make sure the information you gave is true.

After that, your legal team helps prepare the purchase agreement. This document sets out the sale’s final details. The sale often ends with a virtual meeting, where documents are exchanged and cash is adjusted for holdbacks or escrow. This ensures a smooth sale, letting you move on to the next chapter.

FAQ

What are the key considerations when selling a business?

Selling a business is complex and requires careful planning. You might need a broker, accountant, and/or an attorney to help. The sale’s success depends on the reason for selling, the timing, the business’ strength, and its structure. It’s vital to prepare well, value your business right, and look at different exit options to get the best sale price.

This process takes time and can be emotionally tough. That’s why having a team of experienced professionals is crucial for a successful sale.

Why is it crucial to build a team of professionals when selling a business?

Having a team of experts is key when selling a business. This team includes an M&A advisor, an M&A attorney, and an accountant, all with merger and acquisition experience. The M&A advisor prepares the business for sale, valuing it, spotting issues, and making sales documents.

The attorney negotiates important agreements like the non-disclosure agreement and purchase agreement. The accountant ensures the financial statements are correct and provides a quality of earnings analysis. This team guides the seller through the complex sale process, aiming to maximize the purchase price.

What is the number one mistake business owners make when selling their business?

The biggest mistake is not preparing enough. Many underestimate the process and rush into selling without a plan. Preparation is crucial for a successful sale, maximizing the price and increasing the chances of a good outcome.

This preparation includes making a plan, prioritizing tasks, and executing it. It makes the process shorter, gets a higher selling price, and puts more cash in the seller’s pocket. Selling a business means sharing a lot of information with buyers, including contracts and operational details. Fixing issues early and providing full information builds confidence and reduces risks during the sale.

How do I properly value my business?

Valuing your business correctly is key. Start by calculating the seller’s discretionary earnings (SDE) or earnings before interest, taxes, depreciation, and amortization (EBITDA). Then, apply a multiple to find your business’ value. Multiples vary from 2.0 to 3.0 for small businesses and 4.0 to 8.0 for mid-sized ones.

Most valuations rely on cash flow, so boosting cash flow increases your business’ value. For a detailed appraisal, work with an M&A advisor. They can give a verbal or written opinion of value for non-legal purposes.

What exit options should I consider when selling my business?

Before selling, look at the different exit options. These include involuntary exits, selling to family or employees, and selling to a third party. If you want to maximize the sale price, selling to an outside buyer is usually best.

Your M&A advisor can help find the right buyers and address any challenges they might bring.

How do I decide if I should sell my business?

Deciding to sell your business involves weighing your goals, emotions, industry trends, your business’ value, and exit options. Take your time, as selling a business is tough and requires full commitment. Use your intuition to see if you’re ready to keep running the business or if it’s time to sell.

Considering all these factors will help you make the right choice.

What is the first step in preparing to sell my business?

The first step is to prepare the confidential information memorandum (CIM). This 20-to-40-page document is given to pre-screened buyers who have signed a non-disclosure agreement (NDA). It shares detailed business information with potential buyers while keeping it confidential.

How do I find potential buyers for my business?

After the CIM is ready, find out who the best buyers are for your business and make a plan to reach them. For middle-market businesses, this often means contacting potential buyers directly through emails and phone calls. You’ll need to talk to 100 to 200 buyers to get 5 to 10 letters of intent (LOIs).

What are the key steps in the process of selling a business?

After finding buyers, the next steps include sharing more information with them, negotiating the letter of intent (LOI), managing the due diligence, preparing the purchase agreement, and closing the deal. The closing is often done online, with documents sent electronically and cash reduced by holdbacks or escrow for potential claims by the buyer.

Scroll to Top