No one ever said selling a business was easy or predictable. The truth of the matter is that very little is predictable and every sale is different. Even the reasons behind a business owner deciding to sell his or her business vary tremendously. Buyers have various reasons for wanting to acquire a business and these motivators between the parties can interact in interesting ways. If you are getting ready to sell, it’s important to be aware of the various aspects that could catch you off-guard. To the extent possible if you are prepared for the unexpected, you’ll be mentally ready for the sales process, which often does not go as planned. Even the smoothest and most streamlined sales encounter a few speed bumps along the way.
When it comes to the selling price, many business owners have a number in their head that is unrealistic. If you were to ask a business broker what the most common answer from business owners when asked what the value of their business is the answer is almost always $1,000,000. Why? because that’s what most small business owners want. But, it has nothing to do with what a buyer is willing to pay, a bank is willing to loan or the SBA is willing to gaurantee.
Businesses that are over priced don’t get offers from sophisticated buyers because they perceive that the Seller is unrealistic. Offers that are received at above market levels don’t get through underwriting. As a result, offers will likely be far less than what they desire and this causes conflict and delays. Sellers expectations need to be properly managed. Your ENLIGN advisor will prepare you with a thorough valuation so you can have a clear idea of the fair market value of your business. Be sure to ask any questions that you might have so that you feel fully informed when it comes to value.
Throughout the sales process, confidentiality must be carefully guarded. Otherwise, this too can interfere with a sale. Your ENLIGN advisor will have effective strategies to help maintain the highest levels of confidentiality. Even with the best safeguards in place, there is a small chance that a rumor could begin to circulate and word could get out to your employees, customers or supplies. Many times a comment or question is In the case of this incident, it’s important to have a contingency plan in place to quell the rumors.
Business sellers with other stock, member share or phantom shareholders are often unsure if they are required to involve or get approval from minority parties. In most cases the company’s operating agreement will define when or if the control party is required to get consent or to inform minority parties and at what time. In the absence of an operating agreement, most states have regulations that address minority party rights.
Whether the control party is required to notify or get approval from minority parties, the control party may elect to have a third party opinion of value or fairness opinion performed to affirm that the sales price, terms and conditions for the transaction are appropriate considering prevailing market conditions. The cost of having these reports produced is immaterial when considering the potential costs of litigation and worst case unwinding of the transaction.
Expect to Invest Time
You may have hired an experienced business broker or M&A advisor, but you should still be prepared to spend some time assisting with the sale of your business. You’ll be expected to do everything from prepare and provide documentation, educate your advisor about the operations of your business and to meet with prospective buyers. You may be asked to reduce or remove inventory, have your facility cleaned or updated, replace or repair equipment or even update your tech stack. The amount of time depends on your previous amount of preparation. While this may sound daunting, an experienced advisors will assist you every step of the way making the process manageable while leaving ample time for you to operate the business.
Insuring that the business continues operating at historical levels or above is important while marketing the business for sale. Any disruption to revenue or profits will likely be a red flag to potential buyers making them withdraw or modify their offer.
This remains true even after an initial offer is accepted. Virtually all LOI’s have a ‘normal and due course’ clause that states that you as the seller must operate the business in the normal and due course – meaning you can not make decisions based on the pending sale, but only based on what the decision would be in the absence of a sale. Jeff Snell, this firms founder and principal broker, tell his seller clients “Operate the company as though it’s never going to sell because whats in your best interest is almost always what is in the buyers best interest”.