Step 1 - Prepare

Step 1: Preparation

Selling a business begins with preparation. As a team, we prepare your business for sale before we put the business on the market. This is key –  preparing in advance puts you at an advantage and helps ensure a smooth and timely sale. Step One involves preparing several key documents that will be used to communicate the details of your business to prospective buyers. These documents may include your company’s financial overview, a business summary, a telephone interview and a valuation (optional).

The first step to selling any business begins with preparation. Being prepared puts you at an advantage by making your business look more desirable to potential buyers. Our efficient, comprehensive process of preparing your business for sale before placing it on the market increases the selling price while saving you time.

Your role:This is a very involved step where you will spend the bulk of your time in the process. As a team, we prepare your business for sale before we put the business on the market. This is key; preparing in advance puts you at an advantage and helps ensure a smooth and timely sale.

Fees: $1,000 - $5,000. Varies based on the size of the business and level of preparation.


  1. Questionnaire and documents: Complete the questionnaire and send the requested documents. Once received, we arrange a one-hour call to discuss the information you have provided.

  2. Preparation of documents: We prepare the initial drafts. Once you have reviewed the drafts, we set up another one-hour call to answer questions and make changes to the rough drafts.

  3. Final review: In the third one-hour phone call, we answer any final questions and make final changes to the drafts.

Blind Teaser Profile

The Teaser Profile is an abstracted version of the Business Summary and is often five to 10 pages in length. The Teaser Profile does not reveal the name or identity of your business and is used in initial negotiations with prospective buyers.

  • Executive Summary

  • Investment Highlights    

  • Financials & Assets    

  • Operations & Facilities    

  • History of the Business    

  • Industry Overview    

  • Company Overview    

  • Franchise Overview    

  • Product / Service Description    

  • Customers & Market Area    

  • Location & Facilities    

  • Sales & Marketing    

  • Staff    

  • Operations & Assets

  • Financial Overview    

  • Legal

Business Summary

The Business Summary is a 40-50+ page PDF that is emailed to interested and pre-screened buyers. Morgan & Westfield’s Business Summary is far more comprehensive than documents commission-based brokers might provide. Because commission-based brokers want to get your business on the market as soon as possible, they are not motivated to dedicate the amount of time our team spends preparing your business for sale. The Business Summary covers all major aspects of your business, including key documents, maps, photographs, equipment list, seller’s disclosure statement and buyer forms, all in one document. You email the Business Summary to potential buyers, and the document does the rest, including instructing buyers what to do next if they are interested in the business.

The Business Summary is a 40-50+ page document that covers all major aspects of your business, including key documents, maps, photographs, equipment list, seller’s disclosure statement and buyer forms, all in one PDF. Having a robust set of investment marketing materials will substantially impact the success of the M&A process in three primary areas:

  • The speed of the process - The more questions you answer in your marketing material, the fewer questions you must answer piecemeal in order to familiarize buyers with the business.

  • The efficiency of the process - The more information you provide to buyers, the more quickly they can “self-select” to determine their true level of interest in the opportunity.

  • Overall buyer perception (which contributes to their valuation considerations) - Invest in presenting your business as professionally and as attractively as possible. The ROI is substantial for well-prepared materials.

The Selling Memorandum is one of the most important documents prepared in the sales process because it provides a prospective buyer with the information necessary to generate an initial offer. Typically, the document will not include a purchase price for the business, but will provide the prospective buyer with sufficient information to appropriately value the acquisition. It is extremely important for the Selling Memorandum to clearly articulate all of the company's attributes in order to fetch a premium valuation.

Recorded Telephone Interview

What better way to sell your business than to talk about it with those who are looking to buy a business? But as a business owner, you likely don’t have the time to tell your story over and over to each potential buyer. This includes a professional, 30-60 minute, studio-quality recorded telephone interview with you. A link to the interview is included in the Business Summary. This interview includes a history of your business, an overview of the industry, information about your customers, staff and suppliers, and a basic overview of your business and operations. Buyers want to hear the “real you”; they want to connect with the person they will be investing time, money, energy and resources in. This interview is a pressure-free way to share your story and your business with buyers. We also professionally edit the interviews, so if you make a mistake, there is no need to worry. Buyers will be able to listen to, rather than just read, all the important information about your business, increasing the chances of a sale. 

SBA Loan Pre-Qualification

One of the most important and valuable actions you can take as a business owner looking to sell is to have your business reviewed and pre-qualified by an experienced, qualified SBA lending professional. Smart, savvy buyers will be more attracted to your business because they know they won’t be wasting their time looking at a business that they can’t get financed. A professionally prepared pre-qualification helps solidify your selling price, as your prospective buyers will have strong evidence that the numbers work at your offering price. It also brings a much higher level of confidence to any potential buyer when they understand that an outside, third party, has independently reviewed this business in detail and is on board. This process includes us submitting your company for pre-approval to an SBA lending professional. If pre-approved, this information can be used to market your business and attract more interest from buyers.

Pre-Sale Financial Financial Assessment

The number one deal-killer when selling a business is inaccurate or incomplete financial records. With inaccurate financial records, you run the risk of losing a buyer because, by the time the buyer discovers the defects during due diligence, the sale must now be delayed to address the problems. After spending many months finding a buyer, losing them over something that could have been corrected from the outset is a huge disappointment, and a waste of valuable time, money and resources. We examine your profit and loss statements, balance sheets and federal income tax returns, scrutinizing key ratios, trends and other data, and provide you with a report of our findings. This helps spot potential issues that a buyer may find with your financial records and allows you to address them before you ever get an offer. Having your financial records in order before selling your business also potentially speeds up the due diligence process once you have a buyer, resulting in a higher chance of closing the deal. This is because a buyer who has issues with your financial records will most certainly conduct due diligence very thoroughly, looking for problems in other areas as well. Finally, accurate financial records may maximize the sale price of your business by attracting buyers who are confident in your business. Plainly, the more organized your business’s financial records appear, the more likely you will sell your business quickly and for top dollar. 

Due diligence, simply put, is the buyer’s investigation of every aspect of your business. When a seller does not prepare for due diligence, it can be an expensive and time-consuming undertaking. However, there are many advantages to preparing for due diligence, and we believe this is a crucial step in selling your business quickly and for peak value.

Purpose: The primary purpose of preparing for due diligence is to evaluate your company and address problems before placing your business on the market. In order to attract a sophisticated buyer to your company, you must prepare for the due diligence process well before you list your business for sale. This is especially true for middle-market companies, as presale due diligence may be the difference between receiving a good price and losing a deal altogether.

Benefits of Preparing for Due Diligence Early On: When a buyer decides to pursue the purchase of your business, he will conduct his own due diligence in order to determine what is really going on with the business before he commits to purchasing it. Unexpected issues that arise in the course of the buyer’s investigation may potentially kill a deal. However, with advanced notice of any unsettled problems, a seller can resolve many of the issues before a buyer ever learns of them. Further, a problem identified in advance that can be explained will keep the seller’s credibility intact.  

As the seller, preparing for due diligence enables you to work out problems before a buyer comes into the picture. There is nothing worse than spending time and money preparing and marketing your business for sale and finding a qualified buyer, only to lose the buyer because of an unforeseen problem with the financial records of your business that could have been resolved beforehand. This scenario happens more often than sellers realize because, despite living and breathing their businesses, owners are often unaware of seemingly simple issues. But those simple issues can have a material effect on a buyer’s perception of the relative risk of a company. Issues with financial records, if not addressed in advance, usually trigger demands for a lower price or cause the buyer to walk away from the sale entirely. 

Potential Advantages of Preparing for Due Diligence

  • Prepares the business and management for a sale.

  • Helps accelerate the sale process.

  • Optimizes the price and structure of a prospective transaction. 

  • Helps eliminate surprises and resulting delays during the sale process.

  • Allows the seller to control the timing and presentation of information.

  • Gives the seller extra leverage throughout the process.

  • Provides the seller an opportunity to fix problems and increase the asking price.

How Morgan & Westfield Can Help You Prepare for Due Diligence

Morgan & Westfield helps our clients maximize the value of their businesses held for sale by providing an independent assessment of the company by “looking through the eyes of a buyer.” We achieve this by addressing the early identification of issues with financial records that could have a material impact on the transaction. Thoroughly preparing for due diligence is imperative for the following reasons:

  • It allows your adviser team to correct potential problems and to help avoid pitfalls to a sale before you expose the business to buyers.

  • Through the process, members of your adviser team come to know and understand your company as well as you do — and far better than a potential buyer. This understanding enables your transaction adviser to prepare a sale memorandum and other marketing materials that fully describe and highlight the strengths of your business.

If you’re planning to sell, you can’t afford to ignore your company’s flaws. Some challenges with a business involve a simple fix, yet yield a high return. It may be something physical like a fresh coat of paint for your retail store. It may be something financial like normalizing the earnings in your Income Statement or bringing your Pension Plan into compliance. You won’t really know where your business needs improvement until you prepare for due diligence on your business. A thoughtful evaluation of the business before the sale process begins will make the process more manageable, efficient and cost-effective for a seller.

Disclaimer: This service is a limited financial assessment intended to assist you in understanding and organizing your business in preparation for sale. It is neither a review or audit report, nor is it intended to be taken as such. We will rely on the information provided to us, and not make any independent investigations. The report will make no guarantees, representations or warranties regarding the concerned business, and may not be used as sole basis for a decision to buy or sell the business.  

Step 1 Pricing

  • Services: Step 1 of our process may include the following services: blind teaser profile, business summary, adjusted financial statements, pre-sale financial assessment, valuation, SBA loan pre-qualification and recorded telephone interview.

  • Fees: Fees for all of our preparatory work normally ranges from $1,000 - $2,500 for businesses with less than $1 Million in annual revenue, and $2,500 - $5,000 with businesses with more than $5 Million in annual revenue.

Frequently Asked Questions

  • Can I pick and choose the services in Step 1? Yes, you can select as much or as little help as you like. Naturally, the more services we perform, the higher the professional fees.

  • Do most business brokers help with all of these services? No, absolutely not. Few brokers offer the pre-sale financial assessment and recorded telephone interview.

  • What is the difference between you and a full commission business broker? Our level of preparation is far more comprehensive than even the most experienced full-commission business brokers. Why? Our fee structure enables us to have a full staff of experts including writers, editors, attorneys, accountants, business appraisers and more. Our support staff to broker ratio is great than 10 to 1. This means that we have ten support staff for every deal maker, whereas few full commission brokers even have one full-time assistant.

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