Answers to Common Seller Questions
Q: Is now a good time to sell a business?
Absolutely. Buyers are aggressive. They are optimistic about the economy. Senior debt is available at reasonable rates. Private equity firms have plenty of dry powder and are competing more than ever for acquisition opportunities. Corporate buyers are cash rich and making strategic acquisitions. If the time is right for you, and your business is prepared, this is an excellent time to go to market. As of this writing, the current U.S. economic expansion, which began in June 2009, is the second longest since 1854. How long these good times will last is anyone’s guess.
Q: Why is confidentiality important?
Simply put, confidentiality protects the business. If employees learn that their employer is for sale, they may seek other employment to protect their income. Customers can begin to favor other sources for your products or services. Key suppliers may seek alternative channel partners. These events can erode financial performance and destabilize your business, which translates to increased risk and lower value. It is important that your constituents stay committed at this time when your business needs to look its best.
Q: How does Exit Strategies maintain confidentiality?
Basically, it takes a combination of best practices and vigilance. We incorporate these practices into our M&A sale process to maintain confidentiality:
- Serve as the gatekeeper for all buyer inquiries and all sensitive company information.
- Executive summaries supplied to buyer prospects and any blind ads that we place are carefully written and approved by our seller clients.
- Buyer prospects sign non-disclosure agreements and answer qualifying questions. Only screened buyers receive confidential information.
- Have our clients pre-approve contact with industry buyers.
- Have our clients review and approve all Confidential Information Memorandum (CIM) content.
- Advise on the form and timing of releasing ultra-sensitive details (e.g. identification of customers).
- Require buyers to release certain contingencies or place a deposit before gaining access to key stakeholders or ultra-sensitive information.
- Advise on the optimum timing for internal and public announcements.
- Reinforce the need for confidentiality with deal participants throughout the process.
- Keep the sale process moving forward, which minimizes the opportunity for information leaks.
As a result, our clients’ employees, customers, suppliers and competitors nearly always learn of the sale when it is announced by our client at the appropriate time.
Q: Why should I use an M&A advisor or business broker to sell my business?
Most successful business sales take a lot of hard work, attention and experience. Owners who try to sell on their own often get side tracked with the sale process and neglect their business. As a result, business performance declines which turns off buyers and lenders. Also, owners who sell a business on their own often sell for less because they don’t have multiple buyers at the negotiating table. On the other hand, California business brokers bring multiple qualified financial and strategic buyers. Protect your interests by having a professional broker run the sale process while you keep your business looking its very best.
Q: When should we tell our employees?
We assist you in deciding the best way to notify employees and other constituents. It is usually best to notify them just before transaction closing. Of course, if there are key employees whose employment is required by the buyer, they may need to be involved earlier in the process.
Q: Is there one best strategy for exiting a business?
No. The right strategy depends on your goals and circumstances. Your best option may be to transfer to family, management, or an industry consolidator. Or it may be better to sell to a high net worth individual or private equity group not involved in your industry. Every exit option has its advantages and disadvantages, based on your personal and financial goals, and timing needs.
Q: When should I create a succession plan?
If you own a successful business, you can’t start too soon. Usually, the earlier you develop your exit plan the more options you’ll have and the better the outcome will be. Whether your succession plan involves an internal transfer or third party sale, a good rule of thumb is to start preparing 3 or more years in advance. However, any preparation is better than none!
Q: Is there an optimum time to maximize value?
From a business valuation perspective, the best timing is usually when the business is solidly profitable and trending upward, and future growth is expected. This places you in the strongest negotiating position. Selling during a period of economic growth can increase selling price. If your industry is consolidating, it is usually better to sell earlier in that process. Selling during a time of cheap debt and easy credit allows buyers to borrow and pay more. Additionally, it is always better to sell a business before you are forced to do so for health, personal or financial reasons.
Q: How will I know when the time is right to sell my company?
Q: When should I begin the business sale process?
Most owners should get started 1-2 years before they want to be completely out. It can take a month to a year or more, depending on the business, to properly prepare and package a business for sale. On average, after going to market, it takes 7-9 months to complete the sale process and close a sale transaction. Plus, you may be required to stay on for a transition period.
Q: We want the highest price, right?
Not always. Selling price is only a part of the overall value received in a business sale. There are many elements of value and it is important to understand the total financial package when evaluating a deal. Components of transaction value include cash; principal and interest on notes; liabilities assumed by the buyer; the sale or lease of the premises or other assets; employment contracts; consulting fees; non-competition agreements; retained current assets; an earn-out; royalties and licensing agreements; partial retained ownership; and other perq’s. This combined package represents the total economic value of a transaction.
Q: Why would we consider an installment sale; isn’t that risky?
With seller financing and other forms of consideration that are received after a sale, there is always some risk of not being paid. Among the benefits of an installment sale to a seller are:
- Attracts more buyers (in fact, some buyers refuse to purchase any business that a seller won’t finance partially )
- Demonstrates your confidence in business performance under new ownership
- Receive interest income on the amount financed
- Lower your tax liability by spreading the consideration over multiple tax years
- On average, results in higher prices than all-cash deals
- Strengthen your negotiating stance on other terms
- Close faster when third-party financing is eliminated
Yes there is risk associated with seller financing, but proper due diligence and deal structuring can reduce that risk substantially.
Q: How long does it take to sell a business?
On average, California businesses sell in 9 months from initial marketing to a transaction closing. We usually ask clients to be prepared for a sale to take from 6 to 18 months.
This assumes your asking price is supported by the market. If you price a business at $5 million and the market is paying $3-4 million for similar businesses, the business probably won’t sell. Money goes where it will generate appropriate returns for the risk involved. Some sellers overprice their businesses for sale, operating under the premise that they can always come down. This strategy often backfires, since most serious and capable buyers don’t look at overpriced businesses for sale.
Q: What are my chances of selling?
You will exit your business only once, so you need to get it right. Yet it is well known that 75-80% of businesses for sale by California business brokers don’t sell. Fortunately, Exit Strategies turns that percentage completely around. We help business owners sell 2-3 times more often, for more money, with less stress and aggravation. Our success rate is the result of doing many things right in the business sale process.
Q: How long should I expect to stay on board after the sale?
The length of time sellers stay involved with the new owner varies greatly, from a few weeks to a few years. Factors include the nature of the business and the seller’s role, other management left in place, the buyer’s and seller’s needs, the seller’s abilities, etc. Ask your Exit Strategies advisor what to expect given your circumstances.
Q: How can I help sell my business?
Here are three ideas:
- Buyers want businesses that are stable and well run. The #1 way you can help is to stay committed to running the business while we lead the sale process. Keep normal hours, build order backlog, maintain important relationships, and meet or beat your financial projections. Keep the facility and equipment in good condition.
- Be candid with buyers — if they like and trust you, they might buy from you! Represent your company enthusiastically, but not to the point of covering up. Resolve issues uncovered during the evaluation phase. If the company has deficiencies, address them early on, with solutions in hand.
- Buyers need sensible, up-to-date financial statements and information. Involve your CPA before and during the selling process, and respond to our information requests in a timely manner.
Q: What is the difference between an asset sale and a stock sale?
In an asset sale, the company transfers the assets of the business to the buyer. These assets may include inventory, equipment, real estate, goodwill, copyrights, patents, leases, customer lists, etc. In a stock sale, shares of company stock are transferred to the buyer. Asset sales are most common; however in some cases it is advantageous to consummate a stock sale for tax reasons, transfer of key contracts and licenses, or other considerations.
Q: Does Exit Strategies specialize in one industry?
Yes and no. Our expertise is in the process of selling companies ranging from $1-50 million revenue; and our seasoned advisors and effective M&A brokerage practices regularly produce successful transactions in a wide range of industries. Each of ESGI’s advisors has industries in which they concentrate, and we have completed many deals in manufacturing, services, wholesale distribution, tech, e-commerce and construction sectors. We also have green-business, renewable energy, retail and food service specialists on staff.
Q: I understand what business brokers do, but what don’t they do?
First, business intermediaries (M&A brokers, business brokers, investment bankers, et al) are not magicians! Most businesses are sell-able if they are prepared, priced and marketed appropriately; however business brokers can’t create demand for unrealistically priced businesses. A business broker who says they can sell your business for an extraordinary sum will likely waste your time and risk overexposing your business.
Also, business brokers are not qualified to give legal or tax advice. While we are well-versed in the tax and legal implications related to our work, clients must have experienced tax and legal counsel. When necessary, we can refer you to outstanding transaction attorneys and business CPA’s.
Part of an M&A broker’s job is to coordinate the work of accountants, attorneys, financial advisors, estate planners, lenders, landlords, insurance brokers, appraisers, escrow officers, and others who are involved in your transaction. We can provide our perspective on the optimal timing to engage outside counsel to maximize benefit and manage costs.
Q: What is buyer due diligence and when does it occur?
Due diligence occurs after a letter of intent or purchase agreement is executed by both parties, to assure the seller that they are dealing with a qualified party. A due diligence contingency allows the buyer to validate facts and assumptions. If the buyer is satisfied with the information provided in due diligence, they proceed with the purchase. If not, the deal may be renegotiated or cancelled. Buyer requests vary by transaction, but often include:
- Bank statements
- Corporate documents (if selling company Stock)
- Customer base
- Financial statements
- Fixed assets
- Human resources
- Intangible assets & IP
- Leases and other operating agreements
- Legal Proceedings
- Licenses, permits, regulatory
- Real estate disclosures (if sale includes Real Property)
- Sales history
- Seller disclosures
- Tax returns
Unlike real estate, businesses often sell without 100 percent cash at closing. Therefore, seller due diligence on the buyer can be just as important. The due diligence period is also usually a time to secure third-party financing and approvals, and formulate strategies to transfer operations.
Due diligence is a lot of work, but Exit Strategies can help make it less complicated and less stressful.
Q: What is an ESOP?
An Employee Stock Ownership Plan (ESOP) is a defined contribution employee benefit plan, technically a stock bonus plan that can borrow money to acquire company stock. ESOPs can give employees as a group 30% to 100% ownership of a company. Certain government rules are intended to protect the interests of the plan participants. In return, an ESOP is granted certain tax benefits. Owners can use an ESOP to exit their company at fair market value, assure on-going management and reward employees – all without paying capital gains tax. To establish an ESOP, a company establishes a trust, into which it contributes new shares of its own stock or cash to buy existing shares. The ESOP trust is governed by trustee(s), selected by the company’s Board of Directors. ESOPs take considerable time and money to set up and maintain, and are not the answer for every business or business owner.
Q: What information is needed to evaluate our company before selling?
Many factors affect the value, marketability and transfer-ability of California businesses. The list of documents that we request varies greatly from business to business, but the following list is a good start:
- Financial statements and tax returns going back 5 years
- Current year financial statements, plus AR and AP aging
- Fixed asset register or depreciation schedule
- Information on the company’s services/products, clientele, suppliers, management, end markets, and strategy
- Business plans and projections if available
- Copies of leases and important operating agreements
- Debt schedule
- List of intangible assets and any off balance sheet liabilities
- Schedule of expenses relating to owner benefits
Q: We need to sell NOW. No time for exit planning. Can you help us?
Please contact us with any questions or to schedule a confidential initial consultation.