The Sales Process Step by Step | Morgan & Westfield

There is so much to know about selling your business, and here on “Deal Talk,” we examine different pieces of the M&A process on each edition of the show. However, if you are waiting for a show that will lay out every stage of the business-selling-process step by step in a comprehensive, yet the easy-to-understand way in about 30 minutes, the wait is over. Host Jeff Allen welcomes back certified business broker Andrew Rogerson to the program for a quick walkthrough of the entire business-sales process, from the moment the owner knows they want to sell to the moment after the signatures are applied at the signing table.   

Questions Answered For You

  • Why is it important to understand the motivation behind wanting to sell my business?
  • Are there tax implications or liabilites when I sell my business?
  • What does recasting my fancial statements entail? And why is this important?
  • Why is it important to keep my business’s sale confidential?
I want to have a conversation with the buyer to make sure they're qualified persons as opposed to the competitor down the road who's just checking things out, or somebody who's got a wishful thinking to buy their own business but really has no capacity to do it. I want to have that conversation with the buyer.

- Andrew Rogerson

Key Takeaways

  • Selling your business is a process.  It requires specific steps that need to be taken in the right order over a period of time. It's not something you can do overnight or even in just a few months, in most cases.
  • There are four stages in the process of selling a business: The planning stage, the search stage, the deal-making-stage and the closing stage.
  • A broker does not immediately disclose business details to potential buyers. When a broker gets an inquiry from a buyer, he or she won’t divulge the business’s name, address or location. Instead, the broker will prepare a one-page executive summary full of general information, and won't share any more with the buyer until they sign a non-disclosure agreement.
  • It's important for the buyer and the seller to come together to test each other out and determine their level of comfort with each other.

Read Full Interview

Jeff: On each show we usually focus on a single facet, issue, or action item involved in either selling or planning the sale of your business. But on this segment we're putting it all together for a complete step-by-step explanation of how to sell your business, you've come to the right place.

From our studio in Southern California, with guest experts from across the country and around the world this is Deal Talk, brought to you by Morgan & Westfield, a nationwide leader in business sales and appraisals. Now, here's your host, Jeff Allen.

Jeff: Hello and welcome back to the web's number one content source for small business owners committed to building a business for eventual sale. Here on Deal Talk it's our mission to provide information and guidance from our growing list of trusted experts that you and all small business owners can use to help you build your bottom line and improve your company's value.

We all know that selling your business is a process. It's a process that requires certain specific steps that you really need to take in the right order over a period of time. It's not something you can do overnight or even just a few months in most cases. Now, here to walk us through the entire process in less than 30 minutes for the sake of this program because that's the time we have is Mr. Andrew Rogerson, certified business broker and owner of Rogerson Business Services in Sacramento, California. With 26 years of experience and four books to his credit, among a number of other credits and attributes. This is his second appearance by the way on the program. Andrew Rogerson, welcome back to Deal Talk sir, it's good to have you.

Andrew: Jeff, thanks for allowing me to come back and talk with you.

Often the seller and the buyer may wish to do a deal in a certain way, but if the lender says, ‘I'm sorry, that's not happening, you've got to do it my way.’ Guess what? The lender wins out, because if the lender goes away, the deal goes away.

Jeff: That's okay. We don't allow just anyone back Andrew. We like to have guys on with Australian accents who have a lot of business savvy and experience. You have a lot of experience in your background. Also by the way I should say a business owner. In fact, I think you've owned five businesses if memory serves, is that correct?

Andrew: Memory serves well, that's correct.
 

Jeff: Very, very good. Listen Andrew, I appreciate once again you're joining us today. We've got these steps to take and we're going to go ahead and plunge right into it because we have such limited time. There are four stages, we just kind of talked about that. They are planning stage, the search stage, deal making stage, and closing stage. Within each of those stages there are several steps to take. So let's start with the first stage which is the planning part of the process, and plan for selling, which is step number one.

Andrew: That's a good introduction Jeff. I appreciate that, because there are different stages and they're equally important. And so it's important to stay upfront. Can you skip a step? Very hard to skip a step. So let's go through these things. The first item is plan for selling, and that's a really important step and here's why. Most business owners they live and breathe their business. And most business owners they're deciding to sell their business for a specific reason, whether they're tired, they're burnt out, it's time to retire, whatever their motivation, their decision is an important decision to them. One of the things I found, because I've been doing this for about 10 years now is that I really want to talk to a person that wants to sell their business to understand that reason. Because if they're tired and burnt out that can be solved by taking a vacation, which they've probably haven't done for a couple of years.
 

Jeff: Interesting point.

Andrew: So they really may not want to sell, they think want to sell, but when you get into the process and talk to them, maybe just taking a break and getting refreshed is a better option than actually going through the process to sell the business. So understanding what the motivation behind the selling is, and even with people heading to retirement I say to them, "What do you do if you sold the business?" "Oh, I'm going to spend some time with the grandkids. I'm going to play golf." I said, "You can do that now. You own the business. You have permission to go and play golf. You don't have to get permission from anybody. You are the owner of the business. And the grandkids, well, they're going to be around for a while so is this really what you want to do?" If there's a health issue, if there's a divorce, okay, now we're dealing with different situations and it's really important to understand all that.
 

Jeff: The next step in this stage is gather your data.

Andrew: Once I know the motivation of the seller is clear and it makes sense they want to continue I want to start putting together a valuation on the business because I really need to understand the business. It's intriguing what I do, and I'm being very blunt here, but a lot of small business owners don't have good financial records. And so that's a challenge to me as a third-party in the transaction because I'm there to represent the seller and bringing the best price I can. But if I can't support the price that makes the business salable because the financial statements are inaccurate. That's a task for me it's become too daunting. When I started out I was a young guy, a little bit of a novice. I took listings to sell businesses that I thought I could sell. But I've learned it's so hard to sell a business when the financial statements aren't accurate, or the businesses isn't what the seller expects. And so my step is to collect all the data from the seller, put together a business valuation so we can have a conversation about, "Okay, here's what it's worth." And I actually use that data to talk to lenders as well. Because typically the seller wants to sell the business and they want to get out. They don't want to become a band and get paid by the buyer. They want to get out. And so I'll talk to lenders who are third-party lenders like SBA lenders to see your finances and options. So I can then say to a buyer we have finance in place if you've got the right credit score, etc. This logic behind gathering the data and putting together a valuation.

And once I move into the process of collecting their data my next step is I recast the financial statements. This is America and most business owners just like everybody else, they hate paying taxes. And so one of the ways of bringing down their taxes is to put personal expenses through the business so it lowers the amount of tax they want to pay. That's a good thing to do if you're trying to reduce your taxes, it's a bad thing when you're trying to sell your business because you have hidden costs in there that when the buyer of the business buys they're not going to have to pay your golf country club fees, or your travel expenses, whatever you'd hidden in there. I want to pull those things out so I can reflect the true value of the business. So we call that recasting the financial statement which is looking at the tax returns, the balance sheet, and the PNL's. That's the reason for recasting the financial statements.
 

Jeff: And the next step of the process is either going to give people some headaches or it's going to make them really enthusiastic about the idea of selling their company maybe once and for all determining its value and the assets to be sold in the deal.

Andrew: And that's exactly right, because what we're doing is we're looking to finalize the valuation. But I'm also having the conversation with the seller about the tax. Again, we hate paying taxes which is perfectly fine. It makes perfect sense. But when you sell a business over the years you've been doing a thing called depreciating assets. But when you sold the business you're going to have to pay back some of that money in taxes because the governments encourage you to buy things and depreciate them. But when you sell the business you will have a tax liability that you need to be aware of. I want to make sure to a business seller that thinks they're selling their business for five million dollars, you don't get to keep five million dollars if you sell it. Uncle Sam wants his piece of it. So you need to be comfortable that you're not going to walk away with five million dollars. You're going to walk away with less than that.
 

Jeff: Yeah, you need to be reasonable. Now, the next step in the process of the planning stage is preparing an executive summary. Who does that Andrew?

Andrew: That's part of my role as the broker in the transaction. What the executive summary is, it's a one-page document I put together. I've got a template I've used and developed over the years. And it's the document I used because now the seller was saying to me, "Yeah, I'm good to go. I like the valuation. I'm ready to take this to market and let's see how many buyers we can find." I have my process to find buyers. When I get an inquiry from a buyer I don't want to tell them the name, the address, and the location of the business because that's confidential. I don't want a buyer walking into the business and saying to employees, "Hey, I'm Joe Below here. I'm planning to buy this business." The employees are going to say, "I didn't realize the boss was selling. Or I don't want customers finding out. Or I don't want the landlord to find out." The landlord's thinking, "Hang on. I'm about to lose a tenant here." The suppliers, the people who the business is buying their supplies from. They might want to cut their credit with the seller because they're not sure if they're going to get paid. And so I prepare a one-page executive summary full of just general information and I won't share any more with the buyer until they sign a non-disclosure agreement, or a confidentiality agreement.

This is the purpose of escrow. Let's get everything cleaned up, crystal clear for everybody so that the seller walks away cleanly, and the buyer's got everything to operate the business as the seller's been running. And that's the purpose of the escrow process. Get everything organized, i's dotted and t's crossed.

Jeff: Any by the way too, that leads us to speaking of confidence, preparing a confidential business review as well.

Andrew: That's the next step. Once I talk to a buyer and I want to interview a buyer, or I want to understand who they are, if they're qualified, and I put a capital "if" in there. If they are qualified, if they've got experience in the industry. They've got a good credit score. If they need to borrow money I want to have a conversation with the buyer to make sure they're qualified persons as oppose to the competitors down the road who's just checking things out, or somebody who's got a wishful thinking to buy their own business but really has no capacity to do it. I want to have that conversation with the buyer. So if I find somebody who's qualified I then have prepared, it could be a 20, 25, 30, 40, 50-page document full of much more detail that I will share with the buyer that gives the history of the business and a lot more confidential information. But I only want to share that with the right party. And so that's the purpose of the confidential business review to gather all that data. Because if I had three, or four, or five, or ten buyers, or I was selling a business last year where I had 55 buyer inquiries, I don't want to go back to the seller and have 55 buyers ask a bunch of questions. That's my responsibility. I need the seller focused on running business, and keeping things going, and keeping the business stable while I do my piece and accept the responsibility of what I've been hired to do.
 

Jeff: There you go. And that's the planning stage. You've got to be able to get that right and include all those steps in that stage. The next stage is the search stage. With the first step activate buyer search plan.

Andrew: That's exactly right. And what we've done here, the planning stage. We've put the foundations in place. We're all dressed up and ready to go to the ball, and now we're looking for prince charming. And so the search stage is, again, my responsibility as the broker, I'm looking to contact as many potential buyers of this business as I can because ideally I really want to create a competitive situation where I have two, or three, or four qualified buyers that have an interest in buying this business because this is an opportunity they can't let go. And if I can create some competition for the seller I can increase the amount that they may get from selling the business. So my plan starts to search for buyers and that includes posting the business for sale just in general terms on websites. I'll talk to the seller, understand if they have competitors. I'll have a conversation with the seller. "Mr. Seller are you okay if I talk to your competitors? And if so which ones are you okay with me talking to because I want to reach out to them if you're comfortable doing that." So that's the search plan, is to have that conversation with them. 
 

Jeff: And then that executive summary that you've prepared in the planning stage that is something that needs to be distributed at about this point. That's the next step in the process.

Andrew: That's exactly right. The executive summary is usually if I reach out and gets inquiries from buyers, one of my process may be to do with direct mail piece to some buyers. And so I'll do a cover letter and then I'll attach a copy of the executive summary. Again, I'm introducing myself as the broker, the seller isn't being annoyed by any of this, but I'm doing a direct mail piece to certain buyers. And the executive summary just gives some high level information that the buyer would find useful. And if they're interested it'll bring them into the process and keep them working through the process.
 

Jeff: And that's where step three comes in because once you have that buyer, those perspective buyers that really look good that's when you start to qualify.

Andrew: Absolutely. And the qualification is an important piece because, again, I can't stress how many times I get buyer inquiries from people who come from different places. I'm selling a business here in California where I'm located but they could be overseas, or they could be in New York, or Florida, or Texas, or in any other state. And so one of the conversation is do you plan to relocate to buy the business? No, I plan to run it and put a manager in place. They're like, "Okay, if that's what you plan to do, the numbers make sense for you. How do you plan to finance that? Getting through the process to make sure that I'm now only talking to qualified buyers that's part of that process and an important responsibility I have to the seller to make sure I'm isolating qualified buyers. 
 

Jeff: Followed by the next step where the buyer actually does sign the confidentiality non-disclosure agreement.

Andrew: And that's where we're getting an agreement from the buyer through my initial conversation within. Yes, I am qualified, and yes, I'm willing to sign a non-disclosure agreement. I had one buyer just recently that I approached to buy a business I had for sale. And one of the clauses in the confidentiality agreement says that once the business is disclosed to them they will not contact the employees to try to hire them. And the buyer said to me, "I'm not willing to do that. I may want to hire these people or I'm not willing to share the name of the business with you because I don't want you messing up this business by being identified. They're in the same industry as you are. And so I'm sorry, I can't disclose the name of the business to you because you could damage this business. And I've been hired by the seller to prevent that happening." That's just an example of why the confidentiality agreement is important.
 

Jeff: Now the next step in the search stage, determining buyer interest. Now, you've already kind of really interacted with these buyers a little bit. You've qualified them. The buyers already signed the confidentiality, non-disclosure agreement. But now you're determining their interest. Tell us a little bit about this.

Andrew: What's happened now is the buyers got the initial information. They feel comfortable. They've signed a non-disclosure agreement, they're being qualified. And now that the dynamic is changing a little bit because now the buyer knows the name of the business. They may know them as a competitor, or they've got more information. So now they're making decisions. "Okay. I know the business and I like the business or I don't like the business." And if they like the business, "Okay. I would like to meet with the owner and get a tour of the business. I want some more information." And so that's where the buyer has the opportunity once they've got the information to say, "Okay. This is of interest. Let me keep going," or, "I've got enough information. This isn't what I was expecting and I no longer have any interest."
 

Jeff: There you go. And the final step in the search stage of the business sales process, present confidential business review.

Andrew: And that complements the last thing we were just talking about with the buyer showing interest. We now present to the buyer because they've signed the non-disclosure agreement. We present the confidential business review we've put together, and that was that 20, 30, 40-page document I was mentioning before with lots of good information in there. Detailed financials of the last 4 years of the business, the number of employees, the hours the business operates, how many employees it has, all sorts of information that a buyer really wants to know so they can decide based on where they're coming from is it a good fit if they're buying at a competitor. Or if somebody's buying themselves, they've been working in corporate America and they're tired of doing that. They want to run their own business. They're now _________ and say, "Can I do what the seller's been doing? Can I take his place and run the business, and move from being an employee to an employer?" And so there's different buyers with different motivations for buying a business. And this confidential business view helps them work through that process.
 

Jeff: And so now that brings to a close the first two stages, the explanation of the steps within those stages, planning, and search stages. And now we've got two stages that is to cover, and those steps under those stages as well, deal making and closing. And we're going to do that here in just a moment when we come back from the break. And by the way, if you're trying to follow along you can always go back and listen to this program again. Or better yet hop on over to morganandwestfield.com if you're listening to the program on iTunes, or Stitcher, or Libsyn. Go to morganandwestfield.com. Underneath the podcast we've got a complete transcript of what you're hearing right now. That makes it easy doesn't it? I thought so. This is Jeff Allen, and I'm going to be back with my conversation with Andrew Rogerson on the steps to sell a business. We're going through this in the entire show. We're taking it step-by-step. The deal making stages coming up next. You're listening to Deal Talk.

If you'd like to share your knowledge and expertise on any subject related to selling businesses or helping business owners improve the value of their companies, we'd like to talk with you about joining us as a guest on the future edition of Deal Talk. Interested? Contact our host Jeff Allen directly. Just send a brief email with "I'd like to be a guest" in the subject line. In a brief message include your name, title, area of specialty, and contact information, and send it to jeff@morganandwestfield.com, that's jeff@morganandwestfield.com. 

Selling your business may be the most important business transaction you'll ever undertake so don't go it alone. Work with an organization that has made it their business to sell businesses and that's all they do. Morgan & Westfield at 888-693-7834. At Morgan & Westfield we know that selling your company is not something you should take lightly. It can be a stressful, difficult, even emotional process. That's why it's important to work with a team whose one and only specialty is selling businesses throughout the United States. And Morgan & Westfield will help you every step of the way. From helping you plan your exit strategy, to preparing a comprehensive appraisal, and locating the right buyers. Without the right team behind you, you could be leaving money on the table. So don't leave your most important business transaction to chance. Call Morgan & Westfield for a free consultation at 888-693-7834, 888-693-7834, or visit morganandwestfield.com.


You know, if you have any questions about any of the topics you hear us discuss here on Deal Talk all you need to do is ask us. We have an Ask Deal Talk info line set up just for at 888-693-7834 extension 350. Again, that number, 888-693-7834 extension 350. Leave your question and we'll try to furnish your question and our guest response on a future edition of Deal Talk. 
 

Jeff: I'm Jeff Allen, back with Andrew Rogerson of Rogerson Business Services now. We're talking about the four stages involved in selling your business, and we're going through every step of this four-stage process. So Andrew, I'd like to go ahead and start with the third stage here, and that stage is deal making. And the first step in that stage is buyer visit and first meeting.

Andrew: What we're doing here is that we've gone through the planning and the search stage, and we've come across one or two buyers that have an interest in buying the business. And now it's time to get into the weeds a little bit more. And so the buyer has reviewed all the information being presented to them. Their interest is piqued and they want to know a bit more. And that includes meeting with the seller. The capitalist system is built on trust. And so if you bring a buyer and seller together and the trust isn't there we aren't getting the deal done. And so it's important for the buyer and the seller to come together. They're testing out each other and deciding their level of comfort with each other. And that's the opportunity of coming together for the first time either to see the business or to meet the buyer and the seller, and check through things and decide their next steps from there. 
 

Jeff: That trust by the way, we all know takes time to develop. It's not just something that comes up after that first meeting as most people know. The next step in the process after that first buyer visit and meeting is actually the opportunity to tour the business.

Andrew: That's right, and that's if the business has got hard assets, the business to visit. We've moved now to the technology age where a lot of businesses are online. So if the business is online, looking at a website, that's the extent of the business. The buyer may like to come and see the back-end with the office where the business operates from and if there's employees that do certain tasks. They just want to get a feel for it. But touring the business is important because we're visual people. We like to see things and ask questions indirect. And so touring the business is an important part of the qualification process of the buyer and their level of comfort.
 

Jeff: And that too helps us get to stab the next step which is at that point after they've had a chance to tour the business they have a better idea of what they might be getting themselves into. And then you have to once again go in and establish buyer interest don't you?

Andrew: That's exactly right. The first two stages, we were doing the qualification process and the buyer had an interest and they've been looking at things from a theoretical perspective with all the documents and things they've been reading. We'll just take them and showing a tour of the business, so now they've got to combine the theoretical with the actual business itself. And they're saying to themselves, "Okay. I got to picture everything now. I've seen the financial statements. I've seen the business itself. Okay, what do I want to do now? Is this making sense to me to continue or maybe I should've drop out because there's something that come up that I'm not comfortable with. And if they’re uncomfortable that's part of my role because I'm talking with them, is it uncomfortable to the point that, "Hey, I'm out of here. I don't want to continue, or I'm feeling uncomfortable, can you get some more information for me, or can you answer these questions?" And so with me talking to the buyer to get their interest, that's an important step where we are right now.

As a broker, I'm not willing to present the thoughts of the buyer unless they're in writing. Because what's said in casual conversation, or whatever, it's got to be in writing, because that allows the seller to actually sit down, read it and then to go away and make their decisions on what's important.

Jeff: Your next move is to motivate the buyer to act in one way or the other.

Andrew: And that's a big step for the buyer because now they're moving from... I was thinking of buying a business to, oops, I could be buying a business here. This could go somewhere. And we're human, we're emotional. So their emotions are changing now because at this stage they could walk away and they don't need to hire any experts to help them through the buying process. But right now they've come to a fork on the road. It's either, "Okay, I'm doing this and I'm serious and I may start incurring some costs," Or, "Hey, I'm out of here. I don't feel comfortable doing this." And so the fork in the road is being defined and it's pretty simple. We need a yes when moving forward, or we need a no, we're not moving forward. If it's a maybe it's like, "Okay, why is there a maybe and we need to talk about that."
 

Jeff: And step number five at that point once you've made those determinations and the offer to purchase has been potentially extended facilitating the negotiations is next. That negotiation stage, very, very important. 

Andrew: And that's where the fun part starts, that's where the stress kicks in, because now you have a motivated buyer, and because we're in the market with the seller's business we had a motivated seller, and now from a business brokerage perspective I've done what the motivated seller wanted me to do, I found the motivated buyer. I haven't closed the deal yet but I've got two motivated parties and that's what you need to be able to get a deal done. And so it's like, okay, the buyer has an interest but he wants to negotiate things. He's just not going to write a check out for what the seller said he's looking for, then the negotiations start. And it is what it is. It's a bit of fun but it's also very, very stressful. And it can be a short period of time or it can drag on and on and on. It is what is. It goes where it goes. 
 

Jeff: The letter of intent or asset purchase agreement actually comes next after the negotiations.

Andrew: There's been conversations and things have been thrown out there and a whole bunch of words have been exchanged. But we really don't have things in writing. And for me as a broker I'm not willing to present the thoughts of the buyer unless they're in writing. Because what's said in casual conversation or whatever, it's got to be in writing because that allows the seller to actually sit down, read it, and then to go away and make their decisions on what's important to me, what do I want to go back and negotiate, or am I willing to accept what the buyers offer? Where's my head? And so having a written document, be it in the form of a letter of intent which the parties can walk away from, or it's in an asset purchase agreement. And the difference between a letter of intent... Letter of intent is high level, it has key details in it. An asset purchase agreement is a much more detailed document and different documents to use depending on the type of transaction. That's the deal making pieces we've just covered.
 

Jeff: There we go. We've identified and discussed the details of the first three stages and the final stage is the closing stage. And this should be the fun part really for everybody involved, open due diligence.

Andrew: You're exactly right Jeff. It's an important part. And the dynamics tend to change because previously the buyer and the seller had been adversarial to a certain extent because they're both working out what their level of comfort is with doing certain things. But now they've come to an agreement like the seller is made representations. And so the buyer says, "I've been accepting of the information you've been sharing with me but as Ronald Reagan says, show me and I'll trust you." Now, the buyer has the opportunity to bring in their CPA or their tax professional. I can talk with their attorney. They can bring in their experts to help them verify the representations of the seller. And that's the purpose of opening up due diligence. 
 

Jeff: Very, very good. The next step in that process, apply for financing if needed. Now the money is starting to come in at some point here, and we're getting deeper into that closing phase. 

Andrew: Exactly. And so the financing is an important piece because there would have been conversations previously. If the buyer needs to get finance, we want to have that conversation earlier than now. But this point now is actually formalizing the loan request. Because the lenders will give you verbal agreements or they'll give you pre-qualifications. We need to move from pre-qualification into pre-approval, which means the lenders are also doing their due diligence and they're doing their underwriting process to say, "Yes, we had an interest earlier, but now we definitely have an interest and we're willing to be part of the final closing process of making money available. And so dotting the i's and crossing the t's on the finance application, that's the piece we've just dealt with.
 

Jeff: And then the next step of course, obtaining those lender instructions from the bank.

Andrew: Yes, and the lenders do have rules, especially if it's for example an SBA loan. The SBA documents, it's a government program. They're about five phonebooks. They're incredibly detailed. And so often the seller and the buyer may wish to do a deal on a certain way, but if the lender says, "I'm sorry, that's not happening, you've got to do it my way." Guess what, the lender wins out because if the lender goes away the deal goes away." And so a buyer and a seller may think that they're in control of a situation but the lender has sometimes more say whether a deal gets done or not because of the loan underwriting requirements. 
 

Jeff: And the escrow is opened up then at step number four.

Andrew: This is where the buyer is paid the deposit to show they're serious in buying the business. And now we need to help with the third party which is an escrow company because their job is to represent nobody. Their job is to talk to the seller, talk to the buyer, talk to the lender, talk to the landlord, talk to the government agencies to get clearances. We're in California so in California there's sales tax, there's health department requirements. If you have a liquor license, there's the ABC. There's different government agencies. And so part of my role as the broker is to make sure the business transfers from the seller to the buyer, and everything's done correctly because I don't want the buyer buying the business and a step they missed that puts them into a financial disadvantage or a time disadvantage. This is the purpose of escrow. Let's get everything cleaned up, crystal clear for everybody so that the seller walks away cleanly, and the buyer's got everything to operate the business as the seller's been running. And that's the purpose of the escrow process. Get everything organized, i's dotted and t's crossed.
 

Jeff: By the way, we know Andrew that not all states do require escrow agents involved in the closing of business transaction. So this particular step, maybe a little bit different depending on where you're located in the country listening to this program right now. The next step in the closing stage, we're coming up toward the end now. Start the bulk sale process.

Andrew: If you're selling a business in California Jeff and I do appreciate your previous comment. You're exactly right, I am in California, I have a California real estate license to do what I do. So my comments here are California specific and your comment about being different outside California is very, very appropriate. In California when you're selling inventory there's a requirement to go through about sell process because the logic is the suppliers of the inventory to the seller, they may be owed money, they may have accounts receivable or accounts payable outstanding with the seller who has the inventory. And so to protect the sellers we have a bulk sale process which allows them to be notified that the business is changing hands from the seller to the buyer. And the supplies should look to the seller to get their money because the seller is the person that ordered and has the responsibility to pay for those goods.
 

Jeff: And really, the final step in the closing process is meeting at that all too important signing table, that whether it be Starbucks or no matter where you agree to meet, you've got a bunch of documents you're going to have to sign.

Andrew: Yeah. And we have probably polar opposite emotions. So the seller is absolutely exhausted by now because of the process they've gone through and they're so delighted to be sitting there and signing this documents and saying, "I'm done. This is exciting." And conversely the buyer is saying, "What the heck am I doing? Shall I be doing this?" And so that's the joys of the signing document process where total fear on behalf of the buyer, and the seller is just completely exhausted and relieved. They'd finally get this thing done and move on with their lives. 
 

Jeff: And Andrew, it's chapped like you who get to sit there and watch the emotions on both their faces and you just take it all in. And then you have a toast with your loved ones later on saying, "This was a good day." 

Andrew: It's a big drink too I can tell you, it's a big drink.
 

Jeff: We've gone through the four stages today and I certainly hope that you listening to the program no matter where you are got a lot out of this. We tried to cover each of the steps of the process, the planning stage, search stage, deal-making stage, and closing stage. Don't forget if by chance we lost you along the way, or you want to go back and you want to listen to the program again, you're welcome to obviously. You can also read the transcript at morganandwestfield.com right underneath the podcast media player that you're listening to this program on right now. Andrew Rogerson what a delight. As always my friend I enjoyed having you back on the program. If folks would like to give you a call too. Maybe they've got some simple questions, maybe they like to talk to you about the sales process, or maybe they'd like you to talk to them a little bit about their particular business, their situation, how can they reach you?

Andrew: I'm happy to talk to them and my phone number is 916-570-2674. And the good news is they get to talk to me, and they also get an Australian accent at no additional cost. So there's absolutely no downside to giving me a call.
 

Jeff: Thank goodness for that, and you'll even throw another shrimp on the barbie there for you at some point perhaps. It's Andrew Rogerson again, my friend, I appreciate the time. I really enjoyed talking with you and thank you again for joining us on Deal Talk.

Andrew: Thanks Jeff.
 

Jeff: That's Andrew Rogerson, certified business broker and a business consultant at Rogerson Business Services in Sacramento, California. Tell a friend about Deal Talk won't you? In addition to morganandwestfield.com you can find us on iTunes, Stitcher, and Libsyn, so make sure that you take us with you. We fit very portably into any personal or mobile device that you have.

Deal Talk has been brought to you Morgan & Westfield, a nationwide leader in business sales and appraisals. Learn more at morganandwestfield.com. My name is Jeff Allen. Until next time, thanks again.

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