On Deal Talk, we often hear from former business owners who have sold their companies or professionals who are dedicated to helping entrepreneurs sell their...
Sell a Business - The Process
Preparing a customized strategy to sell your business
The first step to selling any business begins with preparation. With our decades of experience helping sell hundreds of businesses, we can provide you with unbiased advice that will greatly improve the chances of a successful sale.
The strategy is a personalized foolproof game plan to help you execute the strategy to sell your business. It includes a written report, as well as an in-depth consultation and review of your business. It contains tried and tested, step-by-step instructions on a range of topics to consider when planning the sale of a business. The process helps you discover the important steps you should take to guarantee a successful sale. Personalized advice is given on a variety of important factors, from pricing your business to preparing for due diligence.
The process is completely confidential and prepared by our experienced intermediaries with over ten years of experience.
The exit strategy is also available if you are preparing to sell your business and are considering your options, but are not quite ready to formally begin the process.
Caution – Did you know that 80% of businesses for sale do not sell, because of inadequate planning? Planning is the proven way to guarantee the successful sale of your business.
Important - The process for each business is different. Your business may, or may not require the steps listed herein. To obtain a custom proposal to sell your business, please contact us.
Construction Services Company - “I would like to express my thanks to Morgan & Westfield. They have done such a great job helping me get my company sold. They have gone the extra mile to help where I needed it. If it were not for your ability to think outside of the box, I would not have sold my company. I strongly recommend Morgan & Westfield to help sell your business.” John P.
Presenting an accurate picture of your company’s actual earnings
We must establish a price for your business before we begin the sale process. Financial statements are the basis of all business valuations. Your financial statements must be “normalized” or “adjusted” so we can value your business. Financial statement “normalization” or “recasting” involves making numerous adjustments to your financial statements so the true earning capacity of your business can be identified.
If you’re like most owners, you’ve operated your business in a way that’s calculated to minimize taxes.You may have given yourself and family members as many perks and benefits as possible, kept offspring on the payroll, and plowed profits back into capital improvements. These and other common practices are designed to keep your profits (and your taxes) low, perhaps artificially so. But the need to “recast” or recalculate earnings arises when you decide to sell.
Removing owner-specific perks, benefits and expenses will make your company look as profitable as possible. Following are sample adjustments that may be made to your financial statements:
- Your salary and perks, and those of family members you don’t expect to remain with the company
- Expenses or income that would not be expected to recur or continue after the sale (for example, income or expenses associated with discontinued products, or gains or losses from the sale of any business assets)
- Investment or other non-operating expenses or income
- Interest payments on any business loans, since you’ll be removing such liabilities from the balance sheet.
- Owner health insurance, life insurance, auto expenses, etc.
Important - It is not necessary to normalize financial statements for all businesses. Your business may, or may not require this step. We will develop a specific gameplan to sell your business with only the steps necessary to complete the sale. To obtain a custom proposal to sell your business, please contact us.
Law Firm - “I wanted to write a sincere thank you for all the tremendous work you have done on my behalf. Your professionalism and timely responses are much appreciated. In a fast-paced world, it is hard to find dedicated individuals who take responsibility for taking care of customers. Because of your experience, we have enjoyed a large positive change in our business during these difficult economic times. In the future, I expect you will remain the go-to guy in our business planning. Once we were able to work with you and enjoy the benefits you bring to the table, there would be no chance we would return to the company we dealt with previously.” Frank J.
Establishing an Asking Price for Your Business
At Morgan & Westfield, we are specialists in selling businesses, and have had decades of experience in business sales. This experience is important when it comes to valuing a business with the intent to sell your company. Companies that specialize exclusively in business appraisals often do not have an in-depth understanding of buyer’s needs and wants. Having this knowledge is paramount in pricing your company to sell.
By valuing your company, you greatly increase the chances of selling your company and often at a much higher value.
The Importance of Valuing Your Business
- Getting a professional business valuation shows buyers that you are serious about selling your company. Many buyers quickly tire of sellers who are testing the waters and are not adequately prepared. By obtaining a valuation, you clearly communicate to potential buyers that you are not only motivated and serious about selling your company, but have also taken the necessary preparatory steps in selling.
- Obtaining a valuation often increases the selling price of your company. Because the science of business valuation is likely a confusing subject to most buyers, having an experienced professional value your company makes the buyer feel more comfortable in paying your asking price.
- Companies that obtain a business valuation typically sell faster than companies that do not. Why? Companies that have prepared for the sale and have had their business valued sends the message to the buyer that the information needed for due diligence is not only readily available but can also be relied upon. This often shortens not only the length of due diligence, but also makes negotiations run smoother and quicker.
- Having your business valued will increase the likelihood that it will sell. The number one deal killer relates to a company’s financial statements. By getting your business valued, you force yourself and the valuation company to perform financial due diligence upfront, which will likely uncover problems that would derail most deals during due diligence. By uncovering these problems upfront, you have the ability to solve them before placing your company up for sale.
Important - It is not necessary to prepare a formal valuation for every business. Your business may, or may not need to be valued. To find out if a valuation is necessary to sell your business, please contact us.
Medical Services Company - “I used your company about two months ago to assist me in finding a buyer for my business. I was pleasantly surprised at the number of qualified buyers that you generated for us. I would be most happy to speak to anybody about what a fine job you did for me.” Sandy R.
Preparing a Professional Package to Present to Buyers
The Business Summary is a comprehensive, professionally bound report that saves time and limits post-sale litigation by succinctly answering buyers’ most frequent pre-purchase questions.
The Business Summary is sent to buyers after we have prescreened them and they have signed a non-disclosure agreement. A face-to-face meeting is scheduled with you and the buyer if they are interested after reviewing your Business Summary. You are left with highly interested and qualified buyers. No wasted time with tire kickers or unqualified buyers.
The Business Summary includes the following:
- Business Narrative Summary
- Buyer Qualifications
- Business Evaluation
- Financial Summary
- Seller’s Disclosure Statement
- Equipment List
- Maps and Photographs
Important - We recommend that every owner obtain a business summary for their business, however, some owners choose to eliminate this step to minimize fees.
Storage Facility - “I wanted to thank you for the personal attention you give to your clients. I also wanted to thank you for looking out for us, and in the future, we will use you and your company anytime we have property for sale.” Olivia P.
We develop the right plan to sell your specific business
The right strategy to sell your business depends on many factors. A strategy for a successful sale will be much different for a smaller business than it would be for a larger company. Other factors to consider include the size of your business, revenue, profitability or cash flow, the level of technical expertise and experience required, the industry in which your business operates, the importance of confidentiality, who the ideal buyer for your business is, and whether your business is home-based, web-based, or a traditional brick-and-mortar business.
Small Brick-and-Mortar Businesses: For small businesses, we use advertising and marketing methods that attract local buyers. These are the exact same methods that nearly all local business brokers in your area use.
Home-Based Businesses: Home-based businesses require a different advertising approach than brick-and-mortar businesses. If the business is home-based and can also be relocated, then it can also be advertised in other cities.
Online and Web-Based Businesses: Strategies for selling an online business vary depending on the complexity of the business model. Complex online businesses require a specific marketing campaign to attract buyers with a high knowledge of technology. Simple web-based businesses that do not rely on a high degree of technology, can often be repositioned to attract a wider audience of non-tech buyers, which can sometimes result in a higher price than would be otherwise obtained by attracting high-tech buyers.
Professional Practices: Accounting, legal, medical, engineering and other professional practices are almost always sold to buyers from within the industry. These types of businesses require a specific marketing campaign to attract a qualified buyer while also maintaining confidentiality.
Unprofitable Businesses: The reason for negative or break-even cash flow will dictate the appropriate marketing campaign for the business. Businesses that are marketed poorly would benefit from a buyer with previous sales and marketing skills. Businesses with large sales teams that are floundering require a buyer with sales management experience. Other businesses could grow quickly with the right mix of social media and internet marketing.
Technical Businesses: Businesses that require a high level of technical expertise should either be sold to buyers within the industry or repositioned to be sold to a buyer without experience. If the business should be sold within the industry, then trade publications or direct marketing methods can be used. Advertising methods should not include the business name and screening should be handled by us if you wish to preserve confidentiality.
Ethnic Businesses: Ethnic restaurants or businesses that cater to a specific class of people or ethnicity are typically sold within that ethnic group. Newspapers or other local media are often used to sell these types of businesses. We can assist in prescreening buyers for these types of sales, and can also assist in preparing your business for sale.
Franchise Resales: The process of selling a franchised business is different than selling a non-franchised business. Buyers must be approved by the Franchisor and must meet minimum net worth and other qualifications. Ads cannot usually state the name of the Franchise and must sometimes be approved by the Franchisor. While many first-time buyers strongly prefer the training and support of a franchise, some buyers feel strongly against franchises. Franchise resales should be positioned to attract the buyer that will pay the highest price and will benefit the most from the ongoing training and support. These buyers do not usually have direct experience in your industry.
Highly Confidential Sales: Niche businesses or one-of-a-kind businesses that could be easily identified from an ad should be sold using special methods. If the business must attract a specific type of buyer, then any ad copies should be worded to attract buyers with specific experience while also not identifying the business.
Relocatable Businesses: Some businesses can be easily relocated and do not depend on a local customer base. It makes sense to advertise these businesses for sale in cities that would draw the highest selling price and attract the most ideal buyer. If the business is located in a small rural town, it can be advertised in a nearby large metropolitan area.
Large Businesses: We define “large” businesses as those that attract sophisticated buyers such as private equity groups or corporate buyers. For larger businesses, we use advertising and marketing methods that attract local, national and international buyers. While large businesses are usually defined as businesses with high revenue, they may also include add-ons or platform businesses for corporations or private equity groups with multiple holdings.
Gym Owner - “I appreciate all you did for me. I would have been completely lost throughout the process without your help. I will definitely refer others to you to represent them in selling and buying businesses.” Mike G
Confidentially Marketing Your Business to Attract the Right Buyer
After we have prepared your company for sale and determined the selling price, then we begin to confidentially market your business for sale using a custom strategy.
Advertising methods we may use to advertise your business for sale:
- Inc.com (Inc Magazine)
- Wsj.online.com(Wall Street Journal)
- Nytimes.com (New York Times)
- Latimes.com (Los Angeles Times)
- Washington.bizjournals.com (Washington Business Journal)
- IBBA.org (International Business Brokers Association)
- CABB.org (California Association of Business Brokers)
- IFA.org (International Franchise Association)
- The Wall Street Journal
- The New York Times
- Washington Business Journal
- Fortune Small Business
- Los Angeles Times
Important - The marketing strategy to sell every business will be slightly different. To discuss the appropriate methods to market your business for sale, please contact us.
Pre-screening Buyers to Ensure they are Qualified Before Presenting them Information on Your Business
We respond to all initial buyer inquiries. If the buyer expresses an interest, we then have the buyer complete our electronic non-disclosure agreement (NDA) online. Following are advantages of having us screen initial buyer inquiries for you:
- The non-disclosure agreement provides the following information on each buyer: Buyer’s name, phone number, verified email address, complete address, amount of liquid cash available to invest and net worth.
- Minimize future litigation: The non-disclosure agreement contains a statement that you have not independently audited or verified the information that you are supplying to the buyer.
- Focus on running your business: Weeding out unqualified buyers allows you to focus on running your company, which will ultimately help maximize your selling price.
- Professional and confidential approach: Our professional and consistent approach often makes buyers feel more comfortable and may result in a quicker sale.
- We handle broker inquiries for you: Brokers will sometimes reply to our advertisements. Why not cooperate with them? We screen any broker requests for you, offering brokers the ability to cooperate with you a non-exclusive basis. This is optional and if you wish not to cooperate with brokers, then simply let us know.
After the buyer has been prescreened, they receive the Business Summary, which is a professional marketing package on your company. If they are interested after reviewing your Business Summary, buyers then schedule a meeting with you to see your business.
Publishing Company - “I couldn’t have done it without you. Your help was absolutely invaluable. You saved me over $40,000 in broker fees, and your advice was priceless. The process was pretty simple and straightforward with the forms and resources that Morgan & Westfield provided for me.” Mary E.
Negotiating an Offer to Purchase
You have a potential buyer for your business. What do you do? Call Morgan & Westfield. At Morgan & Westfield, we can help you prepare the documents necessary to finalize an offer. We can help you turn that offer into a sale and save you money on attorney fees. Our closing services are available even if you haven’t used any of our other services. That’s the benefit of working with Morgan & Westfield. We can help you with the entire sale process - or any part of it.
We offer assistance from experienced experts. If you have identified a buyer who is interested in submitting an offer, Morgan & Westfield can handle it for you at a low cost. We have all the necessary forms in place to manage the transaction. Once a qualified buyer is identified, we can assist you from start to finish.
Morgan & Westfield can help you with things like deal structuring, financing, and numerous other creative solutions that are often required to successfully sell a business in today’s marketplace. Our rates can be structured as contingent fees payable at closing, or you can pay reduced upfront fees.
For seller convenience and security, we recommend an asset purchase agreement (with refundable earnest money deposit). This works better than a non-binding letter of intent every time.
Morgan & Westfield will handle this and other critical details, including:
- Drafting a basic agreement and addenda.
- Creating a transaction timeline and a due diligence checklist - a precise listing of the documentation and other requirements needed to close the sale.
- Suggesting a guarantee. We explain to the buyer the necessity of personally guaranteeing the seller’s promissory note.
- Exploring creative financing terms. This can help to increase the price of your business.
- Developing a counter offer, if needed.
Managing the Due Diligence Process
Morgan & Westfield has brokered many successful transactions. As a result, we know that most mistakes and deal breakers occur during due diligence. As your intermediary, we serve as a catalyst, helping you avoid setbacks and ensuring that your sale maintains momentum and closes quickly. We’ll help you anticipate buyer requests, avoid problems, and eliminate surprises.
The key to sailing through due diligence smoothly is being prepared and organized. We can assist you in preparing for due diligence by using methods we have used to help sell hundreds of businesses.
How do we accomplish this? It’s quite simple. We create and compile:
- A due diligence checklist and contingency sign-off.
- A strict timetable to ensure confidentiality.
- Due diligence materials and book.
Orhcestrating a Successful Closing
Successfully closing the sale of your business requires a coordinated commitment by all parties to use tried and true legal documentation. You are rewarded with lower legal fees, fewer unwanted surprises, and a mutually satisfactory and profitable purchase experience.
Morgan & Westfield provides expert closing support that includes:
- Coordinating the drafting of escrow instructions.
- Clearing outstanding contingencies.
- Coordinating the preparation of an escrow company document package.
- If applicable, obtaining franchisor and landlord approval or assignment.
- Developing an orderly turnover plan.
- Drafting the allocation of the purchase price.
- Negotiating equitable closing costs and escrow fees.
- Coordinating activities between the attorney, landlord, CPA, insurance agents, and escrow officers representing both sides in the transaction.
The Final Step
A smooth, quick closing is the final step to selling your business. Don’t let last minute foul-ups delay the process. Morgan & Westfield can help ensure that documents have been prepared, approvals have been received, and generally make sure everything is ready for the actual closing. Then all you need to do is sign on the dotted line. Then, you’ve sold your business. You can move on and get started with the rest of your life.