Step 1: Valuation and Deal Structure
We will gather needed information from you to determine whether your business is marketable. The information required will include tax returns and P& L’s for the last three years, a list of inventory and equipment included in the sale, a copy of your lease, as well as other information particular to your business. While we strongly recommend the use of a third party valuation expert to properly price the business, we have some in-house software tools available to arrive at an appropriate asking price.
Step 2: Representation Agreement
If we are in agreement on an appropriate asking price and you are comfortable that we can get your business sold, a Representation Agreement will be executed appointing us sole and exclusive agents to market your business for sale. It will spell out the agency relationship, length of the agreement, commission structure, and other terms associated with our representation.
Step 3: Marketing Material Preparation
Selling a business is more difficult than selling other properties because your business is unique, not everyone will be successful running it and the value is not as clear-cut as, for example, real estate. We need to be able to tell a compelling story about your business. We will create both a “blind” summary, with no indication of the name and location of your business, and a detailed Executive Summary for those prospective buyers who are serious enough to take the next step. We will need a lot of information from you in order to prepare a complete and accurate Executive Summary. Plan to spend time with your Sunbelt broker going over various aspects of your business and explaining the financial records, if necessary.
Step 4: Prospecting
Once marketing materials are ready, the prospecting process begins by sending out a “New Listing Alert” to our extensive database of buyers that have opted into our Preferred Buyer Program. We will also list your business with numerous on-line services. Sunbelt’s website will be one of the central places of exposure on the Internet. You will be able to take advantage of the 300 offices within the Sunbelt network and promote your business on both the local and national level. We also utilize print advertising such a “California Businesses for Sale”, regional and local newspapers.
We will notify other business brokers of your business in the event they are working with an interested and qualified buyer. Please note that while some other business brokers will not cooperate with other brokers and insist on selling all their listing themselves, Sunbelt believes is it selfish and a disservice to our client, the seller, to limit the buyer pool to only those people who are working with Sunbelt. We don’t mind sharing the commission if it will get your business sold.
Our marketing process also includes mailings and flyers sent to all local outplacement firms in the area. These companies work with the middle management and top- level executives that have been downsized from their corporate position. We find a lot of potential buyers from “How to Buy Your Own Business” seminars we give at these outplacement companies.
Step 5: Inquiry Stage
If an interested buyer contacts us by either phone or e-mail, we begin by sending the potential buyer a “blind” summary. This summary has no company name mentioned or no location disclosed. If there is interest we will qualify the buyer financially and have them sign a non-disclosure agreement before providing the Executive Summary. If there is continued interest, we normally recommend the buyer accomplish a discreet inspection of the business, perhaps posing as a customer. If the buyer is still interested in pursuing the opportunity, we will schedule a meeting with the buyer and seller. This is typically done at your place of business so a complete tour can be accomplished. There may be one or two subsequent meetings after the tour before the buyer is ready to make an offer.
Step 6: Offer and Negotiations
When a buyer is convinced this is the right business for them, they will make an offer. Normally, an earnest money deposit in the amount of 1-2% of the purchase price is made at the time the offer is presented. Remember that the first offer is just that, the first offer. A negotiation process normally follows. Other factors that go into the offer are how much is the buyer willing to put down, how much of the purchase price is the seller being asked to carry, what training period is included in the purchase price, and a number of other factors. Keep in mind that every offer includes a number of important contingencies that allow the buyer to walk away from the deal and get the entire deposit back, such as: a thorough review of the books and records, a satisfactory lease agreement between the existing landlord and the new owner and the approval of any financing sought by the buyer. The offer will probably bounce back and forth between the parties a few times before there is a meeting of the minds and the contract is “ratified.” At this point, the business is under contract and the parties begin the due diligence process.
Step 7: Due Diligence
Your responsibility as the seller during the due diligence phase is to verify the buyer’s creditworthiness, cash availability and ability to continue to successfully manage your business. This due diligence phase is also the buyer’s chance to verify the financial condition of the business, which emphasizes how important it is that the preliminary financial information provided to prospective buyers be accurate. There is nothing more disappointing to both parties than to have the deal fall apart at this point because a close review of the books reveals a different financial picture than was presented in the Executive Summary. This is also the time for the buyer to make satisfactory lease arrangements with the landlord and to diligently pursue third party financing, if applicable.
Step 8: Removal of Contingencies/Opening Escrow
Once the buyer is satisfied with the book review, has resolved any issues with the landlord and third party financing has been approved, the parties will sign an addendum to the contract removing all contingencies. Now it’s full stream ahead! Escrow is opened at the escrow company of the buyer’s choosing (the parties normally split the cost of this service). At this time, the deposit is increased to 10% of the purchase price and, unless you, the seller, breach the contract, generally becomes non-refundable.
Step 9: Closing
This can be an emotional day for both the buyer and seller. All of the years that you have put into your business are finally coming to a close and you are now reaping the fruits of your labor. At the closing, the agreements are executed, you receive payment and the buyer receives title to the assets or the stock of the corporation. Normally, the purchase price will include a certain amount of training by the seller. This training and transition period begins immediately after closing and continues as long as provided in the contract.
Congratulations on the successful sale of your business!!