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How to sell your business

Person sitting at desk with business diagrams in background.

The consensus view about how to sell your business appears authoritative, Scott has more chance of returning from Antarctica than a business owner has of achieving a good deal without expert advice, but technology and transparency are transforming this market. Business owners can now achieve a low cost, DIY exit by following some of these steps.

Good preparation for the sell

Prepare properly in advance of going to market and you dramatically increase the chance of a deal (and a decent price). Go to market prematurely, and you increase reasons not to buy + the risk of a painful deal collapse further down the line.

  • Prepare up to date accounts (sell at or soon after year end)
  • Tidy up leases, contracts, legal (major cause of due diligence problems)
  • Settle litigation, employee disputes
  • Push cash flow to bottom line (reduce personal expenses)
  • Reduce owner dependence and increase management responsibilities
  • Liaise with professional advisors to discuss best deal/tax structure
  • Apply a lick of paint

Avoid emphasis on pre-sale business valuations

Pre-sale valuations (particularly for smaller businesses) are often a distraction and worse, they can distort seller price expectations versus the market reality.
Value is driven and cemented by good preparation and canny marketing. Concentrate on both.

Headline sales profile (Anonymous if required)

Prepare a one-page market ‘teaser’ with headline information about your business. Use this document as a template for circulation to buyers and advertisers;
Include the following;

  • What you do & approximately where you do it
  • Points of difference from competitors (location, customers, contracts)
  • Potential for growth
  • Reason for Sale
  • Headline Financial Information (Turnover, GP, EBITDA)
  • Contact details (create unique yahoo email address to maintain initial anonymity)

Marketing channels

Finding a buyer is often a numbers game. Get in front of as many potential buyers as possible and aim to achieve serendipity of timing between your availability and their search (+ funding capability).
Consider these channels;

  • Business for Sale Websites (google “how or where to sell a business”)
  • People you already know (competitor, customer, supplier)
  • Market Research (Who is buying, advising, commentating?)
  • Agitate the Market (research potential buyers & send a copy of your profile)
  • Social Media (Twitter, Facebook, Google+, Linkedin)
  • Local Publications/Business Networks
  • Google Adwords

Confidentiality

Leakage about the sale of your business can be unsettling to different stakeholders (employees, customers, suppliers).
If confidentiality is important, provide buyers with an NDA (Non-Disclosure Agreement) and request they sign before you release detailed information.
No genuine buyer will refuse. There are lots of online NDA’s available or get in touch, and I’ll send you a copy.

The buyers

Respond asap to buyer enquiries (they have a lot of opportunities to choose from) with an emailed copy of your headline profile and (if required) NDA.
Within your response, request information about their motivations;

  • Why do they want to buy your business?
  • Where are they based and how long have they been looking?
  • What are their current circumstances and any experience in your sector?
  • How will they fund a purchase?

Eliminate the tyre kickers PDQ and concentrate on the genuine.
Undertake desktop research on buyers via Google, Twitter, LinkedIn and www.duedil.com (free company/director information)
Deals tend to occur in an environment of mutual respect and understanding (easier to manage that way!). Why not start the dialogue with an initial meeting via Skype?

Information memorandums

Some buyers will ask for detailed information via a business summary or Information Memorandum. Don’t worry about this document. Many of the IM’s produced by ‘experts’ are over engineered and about as riveting as a Sunday Times Opera Review.
Most businesses are easy to explain, and buyers prefer a succinct, focused document.
The easiest solution is to provide an expanded version of your headline profile.

I advise clients to be proactive and provide a mini strategy document. No-one knows the business better than the seller, so why not whet buyer appetite with personal insights about what you’d do if buying the business. This will create a more valuable sales tool than the traditional mixture of the historic and hyperbolic.

Be open, communicative and understanding

Deals can be difficult beasts to knit together and require patience from all parties.
Many tripwires emerge. However, 2 of the most traditional roadblocks involve;

(1) Sellers inflexibility on price and terms (often affected by the pre-sale valuation)

(2) Sellers lack of understanding about the market vulnerability of their business and/or bottom line and therefore, the buyer’s risk calculation

Avoid overestimating (1) and/or underestimating (2)

Advisor Warning: These final points (9-12) involve the most critical stages of a business sale and often require expert help – particularly if the buyer starts to introduce their professional advisors.

Negotiation

  • What is a good price and/or deal?
  • Without a valuation, how do you know if the price being offered is acceptable?
  • By this stage, you will form a better view of how the market values your business. You will have an instinct about what you might be able (or need) to accept.
  • Is this the only buyer in the frame?
  • If you’re inundated, can you create an auction process?
  • If you say no to this buyer, will another one emerge and what’s the value of your time between losing one and finding another?

Ultimately, getting an offer is great news and should not be dismissed lightly. If it falls short of expectations, is there enough goodwill to work out a solution? Can you create a deal structure that enables you to bridge a price gap i.e. some cash/some deferred?

Be as flexible as possible and don’t dismiss out of hand – even if your instinct is hostile. Understand the justifications behind their offer. If the gap is unbridgeable, what can you do to help address and alleviate their concern(s).

Heads of terms

Once you’ve agreed on a price/deal, make sure the buyer confirms everything in writing via Heads of Terms. This is not a legally binding document but provides both sides with clarity about what’s been agreed and becomes the deal template to take forward into due diligence and the sale & purchase agreement.

May require numerous redrafts until all parties agree so don’t be afraid to ask questions. Any misunderstanding of the terms today will create problems tomorrow.

Due diligence

Don’t reach the due diligence stage and think it’s all over. You’re about to enter the most difficult and stressful part of the process, with everything still to play for.
As the buyer (and/or their advisors) gets under the bonnet of your business, they might use this opportunity to price chip or even consider withdrawing.
This is when your good preparation chickens come home to roost because the cleaner your business, the less potential for problems to emerge during DD.

One absolutely crucial area to box off early is with issues relating to leasehold properties – don’t find yourself at DD having to get hold of a disinterested or unavailable landlord with the deal hanging on their consent.

Protecting yourself

It’s quite easy to download a sale & purchase agreements (www.lawdepot.co.uk) – ideal for a small, asset sale.
For larger and/or share sales, it’s advisable to get a solicitor on board, with the following considerations;

1. Request evidence of genuine deal experience;
2. Don’t bring them in too early – more than one good deal has been lost due to the inexperience and/or interference of lawyers;
3. Request confirmation of their workload/holiday plans through the DD/completion process. Delay can kill deals. Don’t instruct someone who hasn’t got the immediate capacity to help drive the deal to completion.

My disclaimer

The above-mentioned advice is generic and is certainly not based on an individual deal, business, sector, scenario or eventuality. No-one reading this article should underestimate that to sell a business (however big or small) is rarely less than complex, time-consuming and ridiculously stressful. Even the most straightforward of deals contains twists, turns and the potential of disappointment.
The article is intended to illustrate that the process is not rocket science and for the smaller business, in particular, does not require the cost and complication of instructing agents.

Editorial Note – This post was updated for relevance and accuracy on the 28th November 2015.