How to Sell a Business

How to sell a business? That simple question explodes with so many variables. Do you want to sell to family or a friend? Do you want to sell today or in a month or sometime ‘soon’ with no firm date on when ‘soon’ will start or finish. What about the question that relates to ‘how to sell a business’ and that is ‘how much do you expect or want for your business?’ Do you want all cash up front or are you willing to carry some of the finance? So that simple question, ‘how to sell a business’ all of a sudden comes with a few more complications. The answer to the question of ‘how to sell a business’ reminds me of that expression, ‘it is like peeling an onion.’

If I was to answer the question, how to sell a business using the skills and techniques I have learned from being a business broker I would answer as follows.

The most important first step is to understand the motivation of the seller and specifically their timetable including when they want to start to sell their business. Selling a business is not a quick task that can be done in a week or two. It generally takes between 6 to 12 months to sell a business with the average sale time 8 months, if it sells businessmantalk.com. The most surprising piece of data is that only 25% of businesses actually sell, that is, to put it bluntly, 75% of businesses close down.

Once the motivation and timeline of the seller is clear the next most important step is to get the seller and the business ready for sale. Too many sellers approach the selling of their business very timidly with no clear direction and not embracing the process. Selling a business is not an easy journey as it touches a myriad of decisions that are part of owning and operating a business. This includes the main decision making areas around operations, finance, accounting as well as management and other sensitive areas of the business but also the raw emotions of the seller/owner including their fear of leaving the business, whether customers will continue to come, the employees will stay and if the legacy of the business will continue and more.

Once there is clarity on the above two steps, it is now time to drill down into the details of the business and understand specifically what is for sale. Too many sellers go to market to sell the business but do not have the necessary documents ready and just as importantly, fail to get a professional review to make sure what the documents say are up to date and accurate. There is an adage in the business brokering industry that ‘time kills deals.’ Buyers do not like surprises or matters outside their control. Initially they may have some patience but waiting too long creates a fear they are missing out on other opportunities or this is a sign that this isn’t the right business for them and that they should move on and look at other opportunities. The window of time a buyer is prepared to look and buy a business is very small so even a slight delay can make the difference between buying and not buying the business.

When I am selling a business, at a minimum I get from the seller or put together myself the following set of documents. Each transaction is different so there may be other documents to organize but a basic set of documents includes the last 3 years Profit and Loss Statements, Tax Returns and Balance Sheets. It also includes a copy of the lease, a list of fixtures, furniture and equipment, and a Sellers Disclosure statement that explains to a buyer the conditions the business needs to successfully operate including regulatory requirements such as licenses, permits and other critical information they need to know or take to ensure the business will operate legally under a new owner.

Part of my approach is also to create two important documents. The first is a Blind Executive Summary of the business that is sent to an inquiring buyer so they get a high level overview of the business and decide if they wish to keep moving forward with their inquiry to buy the business. If the buyer wants more information, at that point they complete and sign a Non Disclosure Agreement and I then present a Confidential Business Review or Confidential Business Summary which has more in depth and commercially sensitive information about the business. With the above in place, after reviewing these documents and speaking with the seller they should be able to make an offer.

Once the offer is negotiated and accepted by both parties, the transaction moves into due diligence where the buyer is available to verify and validate the representations of the seller and get access to all the sensitive documents they need that I have on a secure password protected website.

This part of the transaction also requires keeping things moving forward with items such as obtaining a new lease or assigning the current lease. Additionally, if the buyer is organizing third party finance such as an SBA loan, the buyer also needs to stay on top of this process to prevent the deal collapsing.

The final step is to move into escrow so monies payable to the various parties in or connected to the transaction are handled and the legal title for the business and its assets correctly change hands.

Selling a business is not a sprint and at different times in the transaction can appear more like a marathon. Another piece that I have begun to accept as a truism is that most transactions die at least three times before they close. That is, at different points in the transaction the buyer gets cold feet or it’s the sellers turn because things are not going the way each part expects. It is what it is.

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