Determining Your Objectives
The first step is an introductory meeting or conference call so that we can gain an understanding of your business and your personal objectives. We’re happy to execute a confidentiality agreement for your protection so that you are most comfortable with speaking to us.
The next step involves completing a valuation analysis. Assuming that we agree to it, we’ll send you a list of questions and items helpful for us to better understand your business and to provide you with an opinion of the best price range that you can expect for your business. Many brokers might use a multiples test to suggest a price range for the business. While we are familiar with rule of thumb multiples tests, our analysis also assesses a variety of variables such as the company’s brand, concentration of clients, management structure, dependence on current owners, company resources, and accounting practices. We will pull data from many sources of past and current transactions involving like companies to estimate a realistic market value price range.
We understand that taking time to accurately answer a list of questions and items will require work on your part. By providing us with the information, you will enable us to more accurately assess your business value. In doing so, you will be much more informed on the company’s market value and how both buyers and lenders will evaluate it so that you neither leave money on the table nor step into a deal that has a high probability of failure.
Once we have agreed on the objectives and have gained an understanding of your business, we will draft an engagement agreement that will outline the terms of our engagement, the fee structure, and any special provisions or stipulations.
Once the engagement agreement is signed, we will proceed with creating both a Blind Ad or Executive Summary and a Confidential Business Review. A Blind Ad or Executive Summary promotes the strength of your business together with key financial data and attributes without revealing your business name, address, or facts that buyers or competitors can link to your business. A Confidential Business Review details all of the relevant information sought by a buyer. The Confidential Business Review is typically a 15-30 page document, depending on the size and complexity of the business. It is an invaluable tool during the sale as it educates prospective buyers quickly and motivates them to take the next step, thereby enabling us to create a competitive process with buyers. The key is the presentation of your business.
It is our goal to provide you and prospective buyers with a Confidential Business Review that will thoroughly impress. It is this Business Review Book that will build energy and excitement about your business and create a constructive tension and urgency among potential buyers, hopefully resulting in more offers and, ultimately, a higher price.
The Confidential Business Review also helps expedite the due diligence process as many of the questions the buyer has are addressed in advance.
Gathering data for this Business Review Book will require items such as several years financial statements, tax returns, leases, management and employee structures, and customer concentration analysis. Once we have compiled and completed the Confidential Business Review, we will ask you to review and sign off on the document. We will want to make sure that you are very comfortable with the information and how it has been presented.
We will work to develop a pool of interested buyers through smart, dedicated, and strategic marketing. We may place confidential ads on various websites that will cast a wide net among potential buyers. We may also use discrete communication with buyers from our contact list and industry-specific contact lists. We will ask you to provide names of parties that you believe would be motivated to acquire your business, and those that you do not want us to speak to. Our goal is to locate the buyers that perceive the greatest value and synergies in your business. Obviously, identifying the right acquirers for your business can significantly impact the offers that we receive.
We will screen and attempt to pre-qualify potential buyers before revealing the identity of your business or discussing any sensitive information. We do this by requiring buyers to sign a Confidentiality Agreement or Non-Disclosure Agreement and provide financial information on themselves or their company. Only once we have approved of the buyer will we release a copy of the Confidential Business Review to them. We will then have follow-up phone discussions to answer any of their preliminary questions.
The purpose of the initial introduction is to allow the buyer an opportunity to gain a better understanding of the business and your motivation for selling. It is also an opportunity for you to determine if they are a good fit for your business. We recommend that you avoid discussing an offer and minimize discussions related to potential negative issues. Often times, and depending on size and complexity of the business, there is only one meeting between the parties before an offer is presented. Therefore, it is important to allow the buyer ample time to relay any questions that they may have.
Letter of Intent, Term Sheet, or Purchase Offer
After the introduction and initial reviews of the business, if the buyer has further interest toward purchasing the business, a written offer, generally in the form of a Letter of Intent or Term Sheet, will be prepared and presented. The offer or Letter of Intent will outline such items as the purchase price, terms, conditions, and any contingencies. The Letter of Intent or Term Sheet is a basis for due diligence and further negotiations to create a formal Purchase and Sale Agreement or Asset Purchase Agreement usually agreed upon during the due diligence phase.
During this part of the process, your attorney will need to be available to review and provide comments related to the offer, agreements, and related details promptly to keep the process moving forward. We will also assist with reviewing and countering any offers received.
The environment for negotiations which is created between the buyer and the seller is critical to the successful transfer of ownership of the business. Negotiating the purchase or sale of a business can be a very emotional activity. That is why Clearvue Business Brokers will work to facilitate and control the negotiation environment. This environment should provide an atmosphere of full disclosure and transparency while ensuring confidentiality. This approach will greatly increase the likelihood that a potential buyer, once an agreement is reached, will proceed through due diligence to actual closing.
Of foremost importance during the sale process is that the goodwill of the parties remains intact following the completion of negotiations and closing when actual transition and training commences. Goodwill is critical to the success of the buyer going forward.
The offer will be contingent upon the buyer or their representatives verifying the financial, operations, and legal condition of the business. The buyer will typically want to review the tax returns, income statements, balance sheets, management generated accounting reports, third-party agreements, employee handbooks and contracts, leases, marketing material, and so forth. The due diligence process can be made much easier with early preparation of key documentation, especially during the collection of data needed in the preparation of the Confidential Business Review Book.
Asset Purchase Agreement or Purchase and Sale Agreement
At or about the end of the due diligence phase, after a Letter of Intent or Term Sheet was originally presented and agreed upon, then a formal Purchase and Sale Agreement will be created, negotiated, and executed. This agreement will outline specific details of the sale including such items as asset allocations if an asset sale, non-compete details, transition and training, and general warranties and indemnification. Your attorney will be a key asset to you in this agreement negotiation and understanding.
Other Pre-Closing Contingencies
Beyond due diligence, a number of other steps must be completed prior to reaching a closing. If the buyer is leveraging the purchase of the business, they will be working on obtaining final loan approvals and documents. During this process, we can assist and closely monitor their progress through communication with them and their loan officer. Additionally, the buyer will need to be approved to assume any leases of the business and address the transfer of contracts and agreements (if applicable). More sophisticated buyers will also want to meet with your employees and have new employment agreements executed prior to closing.
As we approach the target closing date, the closing documents will be drafter by the closing attorney with copies being sent out to the parties in advance. We will coordinate the closing with all parties involved. Once all of the documents are signed and the money is wired, you have realized your goal.
During the transition period after closing, you will assist the acquirer through the process as agreed upon earlier. This transition period could be as short as a few weeks or as long as a few years depending on the business and the terms previously negotiated with the buyer.
The entire process can take a few months, or even a few years, depending on the size of the business and the complexity of the negotiated terms. In any case, Clearvue Business Brokers will assist you in every step and will work to protect your interests and confidentiality throughout the process.