Deciding to Pay Off Equipment Leases Deciding to pay off your equipment lease before selling your business is primarily a mathematical decision with one unknown variable: the multiple. Let's look at an example to illustrate the math behind the decision. Example: Asking Price = $3,000,000 EBITDA = $1,000,000 Business Value...

Should I buy new equipment before I sell my business? As a general rule, you should not invest in new equipment or other hard assets when you are in the process of selling your business unless it immediately increases your SDE (seller’s discretionary earnings) or EBITDA. Why? Because you are...

To enhance the value of your company, you must position it in the best light. Clearly organized and reconstructed financial statements can maximize the value of your business in the eyes of potential buyers. In our decades of experience, these are the most frequently asked questions we hear regarding financial...

The decision to sell your company is challenging. You have invested years or decades painstakingly building your business and have made countless sacrifices along the way. It’s an emotional determination that should not be taken lightly. There are four important factors to consider when mulling over what to do with...

Should I sell my business or should I double down? As a successful entrepreneur, you have learned to temper your optimism with realism. But what should prevail now -- your optimism or realism? You’re concerned that if you don’t double down, your competition will put you out of business --...

If your business is located in a state in which employee non-competition agreements are illegal (with California being the most notable example), you should know that there are two primary alternatives for protecting your interests: Non-Solicitation Agreement: A non-solicitation agreement only prohibits an employee from soliciting your employees or customers....

Should I tell my employees about the plans to sell my business? There are no hard-and-fast rules regarding when you should tell your employees about your plans to sell your business. If your company’s culture is positive and you have trust with your employees, you may consider telling some of...

Concentrations of risk can have a significantly negative effect on the value of your business. The value of a business, or any financial asset, is a function of the relationship between potential return and risk. The higher the risk, the lower the value. The higher the return, the higher the...

To maximize the value of your business, it’s critical to know what buyers of businesses want -- and then make those things happen. Most buyers desire a company with infrastructure and a management team as opposed to a one-person show. Starting a business requires a different set of skills than...

How can you determine the best steps to take to increase the value of your business? The Return on Value Driver’s Model (RVD™ Model) is a proprietary tool developed by Morgan & Westfield that helps identify which aspects of your business to improve that will have the biggest impact on...

Don’t overlook the lease -- it’s one of the most instrumental elements of the sale process. The assignment or transfer of your lease should be handled with care because having issues with leases or landlords is a common deal-killer. Table of Contents When Should I Contact the Landlord About Transferring...

If you own a franchise, your franchisor will play a vital role in the process. In such cases, we recommend that you contact your franchisor as early as possible in the process to gain their cooperation. Here are some tips when dealing with your franchisor: Assistance: Contact your franchisor as...

If you’ve bought or sold a house, you’re likely familiar with “escrow.” When it comes to buying or selling a business, however, an escrow is more than simply an account where money is held until the details of the sale are complete. Escrow serves several essential functions in the sale...

The purpose of external advisors is to make you -- the owner -- and your entire management team look as credible as possible by anticipating issues and preparing disclosure in a professional manner. And who doesn’t want that? Table of Contents Your Accountant’s Role Review Your Financials Tax Advice Allocation...

Table of Contents Do I Need an M&A Attorney to Sell my Business? The Attorney’s Role in the M&A Process NDA Letter of Intent Due Diligence Purchase Agreement Negotiations Closing Process Other Roles Tips for Hiring an M&A Attorney Experience Negotiating Skills Other Soft Skills Do I Need an M&A...

The world economy is evolving in ways no one could have predicted even a decade ago. Auto manufacturers, grocery chains, and most other companies that started as brick-and-mortar businesses are changing the way they operate to online models, especially when it comes to marketing and sales. Former Speaker of the...

So, you made the decision to sell your business. Now what? The first step after deciding to sell your business is to hire a business broker or M&A advisor. Brokers and M&A intermediaries offer various types of engagement agreements; how do you know which type is right for your business...

“I recently talked to a business broker who claimed they were selling 90% of their listings. I doubt this claim, but I don’t want to discount it entirely. Is it possible for a broker to accurately measure their success rate? If so, is a 90% success rate possible?” Unfortunately, we...

How much do most brokers and M&A advisors charge? What is the ideal fee structure so that the broker’s interests are aligned with yours? Can a broker’s or M&A advisor’s fee arrangement cause bias or misaligned interests with you, the business owner? Here’s an overview of typical fees charged for...

If you’re like most business owners, you’ve operated your company in a way designed to minimize taxes. You may have given yourself and your family members as many perks and benefits as possible, kept offspring on the payroll, and written off other expenses through your business -- all of which...

What's the difference between SDE (seller’s discretionary earnings) and EBITDA (earnings before interest, taxes, depreciation, and amortization)? Should I use SDE or EBITDA to value my business? SDE and EBITDA are two different ways of measuring the profit or cash flow of a business. The main difference is: SDE is...

Seller’s discretionary earnings (SDE) is a measure of the earnings of a business and is the most common measure of cash flow used to value a small business. SDE allows a buyer to quickly compare two companies for valuation purposes. SDE is defined as: Pre-tax net income: This is the...

EBITDA is the most common measure of the earnings of a company in the middle market. EBITDA allows a buyer to quickly compare two companies for valuation purposes. Most valuation methods are based on a multiple of earnings, and the most common measure of earnings is EBITDA. Once you know...

One of the key factors to take into account when considering buying or selling a business is the return on investment (ROI). When valuing a business, ROI refers to the return on an investment divided by the investment amount. For example: $100,000 return /$1,000,000 investment = 10% return on investment...

A third-party appraisal is just that -- an appraisal performed by a third party. You pay the broker directly, and they subcontract out your business appraisal to a third-party appraiser, whom you never meet. Larger offices refer appraisals to a third party and mark up the cost by 100% to...

Can you look at my financials and give me a quick opinion of value? I don’t need a formal appraisal or valuation. I just want a quick number. Given your obvious expertise, I’m hoping you can look at my business and give me a ballpark number of what it’s worth....

Our Process for Valuing a Business A valuation is based on both qualitative and quantitative factors. We must examine both sets of factors before arriving at the estimated value of your company. Properly determining the value or range of values for a company takes time because there are dozens of...

Is there a difference between a business appraisal for legal purposes and a valuation for a business sale? If my goal is to sell my company, should I have a business appraiser or a broker value my business? A “legal appraisal” is for legal purposes, such as a divorce, bankruptcy,...

As a business owner, one of the most important questions you will face is: What is my business worth? To answer this question, most business owners pay a professional to value their business. Before you do the same, be sure you understand the following: What is a valuation? How much...

What's the difference between valuing public and private businesses? Are multiples for public companies applicable to small and mid-sized businesses? It’s helpful to understand the key differences in order to gain a clear understanding of the factors that have the greatest influence on the value of your company. Most public...

It’s obvious that the more profitable your business is, the more valuable it is. However, there are many other factors that can affect the value of your business. Risk vs. Return The primary reason a buyer may be willing to pay a premium price for your business centers on their...

One of the most common ways to value your business is to calculate its fair market value (FMV). FMV is defined by the American Society of Appraisers as follows: “The amount at which a property would change hands between a willing buyer and a willing seller, neither being under any...

I have a small business that has significant potential. The business has a substantial amount of intellectual property, such as patents and trade secrets, and other forms of growth potential. Do buyers pay for this type of potential, or do they base their valuation strictly on the cash flow my...

I am selling my business. A buyer replied with, “My father-in-law is the investor and has the cash. I can sign the NDA as long as you are aware that this is between me and my investor.” How should I respond to the buyer? For small businesses, we rarely see...

Is it possible to sell my business to a non-U.S. citizen who is not in the United States? I recently put my business on the market and have been dealing with a potential buyer from China, but I’m not sure how feasible it is to sell my business to someone...

Yesterday, a guy who works for us asked if we were interested in selling our business. He said his two brothers would like to go into business with him. Here’s the problem: he asked if we would sell and for how much. When I turned it around and asked how...

A competitor recently approached me and inquired about buying my business. I’m interested in talking with them, but I’m nervous. I don’t know if they are fishing for information or if they have a legitimate interest. I am reluctant to accept the offer since I know I must share sensitive,...

The reasons companies make acquisitions vary widely and can be difficult to discern. Nonetheless, common patterns do emerge, and it’s possible to draw generalizations that assist in prioritizing your value drivers. Why does that matter? Knowing the reasons behind an acquisition will: Help you understand why executing certain value drivers...

How long does a buyer keep looking for a business before they decide to either pull the trigger or give up their search -- or, to use a technical phrase, “fish or cut bait”? There are two general types of buyers looking to buy a business: companies and individuals. Companies:...

One of the first lessons in Marketing 101 is this: know your audience. Who are they? Where are they? What buttons can be pushed? What incentives need to be dangled? If you’re not armed with this basic information (and more), it’s going to be a tough sell no matter what...

There’s an adage in journalism that holds, “If your mother says she loves you, check it out.” The idea behind this dictum is to caution reporters to always confirm the facts. The same principle holds true when it comes to dealing with prospective buyers of your business. A buyer might...

Just as buyers perform due diligence on you and your business, performing due diligence on buyers is also paramount. One of the most time-consuming yet critical first steps in the sale process is screening potential buyers. The importance of screening buyers cannot be overstated. The major mistakes most entrepreneurs make...

Should we include our revenue, SDE, or EBITDA in our ads when trying to sell our business? We have a great story to tell, though it seems that including the revenue and net profits precludes us from telling our story because buyers may dismiss our ads if they see the...

If you’re near Google, go ahead and search for “businesses for sale.” What you’ll get in return in a fraction of a second is a myriad of web portals that exclusively list opportunities for prospective owners of small and mid-sized businesses. If your business is for sale and it isn’t...

The steps that follow are necessary to consider only if the initial marketing campaigns to sell your business aren’t generating adequate results. So, if they’re not coming to you, you may need to go to them. There are four categories of buyers you can try to reach: individuals; financial buyers;...

Is a targeted campaign right for you and your business? A key consideration for developing a marketing campaign is the size of your business. For small businesses, confidentially marketing your company on specialized portals is the most effective strategy. For mid-sized businesses, we also recommend targeting additional potential buyers such...

Which is the right tool to use to sell your company: a fishing rod or a rifle? A fishing rod involves casting a line, dropping the bait, and waiting for a nibble. In the world of selling a business, the “fishing rod” approach entails confidentially marketing your business for sale...

I am selling my business, and a potential buyer requested a copy of my financial statements before meeting me. Is it customary to send them at this point? It’s common to send a potential buyer financial information about the company before a meeting takes place with the seller, provided there’s...

What happens after the buyer receives a confidential information memorandum (CIM) about a business? Here’s the ideal sequence of steps in screening and meeting with a buyer: Buyer is pre-screened and signs a non-disclosure agreement (NDA) Buyer receives the CIM Buyer has a few questions that are answered on the...

An Introduction to M&A NDAs and Confidentiality Agreements Maintaining confidentiality is essential when it comes to selling your business. Many critical issues are addressed in a properly drafted non-disclosure agreement (NDA), including non-solicitation and other “sales process” issues. It’s tempting to assume that all NDAs are boilerplate, but a mistake...

When it comes to selling your business, time is fickle. It’s your friend before your business is on the market and your enemy once your business is on the market. The longer it takes to sell your business, the higher the probability of a leak. Why is that a bad...

The price and terms you ultimately receive are affected more by how strongly you negotiate the LOI than by how strongly you hammer out the purchase agreement. Let that sink in. For most sellers, how you negotiate the LOI is more important than how you negotiate the purchase agreement. Signing...

It was ancient Greek storyteller Aesop who said, “Honesty is the best policy.” It is Morgan & Westfield who says, “Honesty is the #1 weapon in M&A transactions.” Is it possible to conceal a few warts on your business from buyers during the sales process? If you hide a few...

How important are negotiating skills during the sale process? High-level negotiating skills are not as crucial as you might think. And that’s good news for those of us not named Henry Kissinger, the former U.S. Secretary of State who’s widely considered one of the greatest negotiators in history. You’re not...

“It ain’t over till it's over.” -- Yogi Berra (1967) Many sellers take their business off the market after accepting an offer. This is a critical mistake. We recommend keeping your business on the market until a definitive agreement is signed and all contingencies have been removed (unless you have...

Introduction Earnest money deposits are common in small-business sales and less common in middle-market transactions. They demonstrate good faith by the buyer to show that they are serious about purchasing your business. Private equity groups and sophisticated corporate buyers almost never provide an earnest money deposit. They view the time...

Introduction The letter of intent (LOI) is one of the most important documents in a transaction. For my money, the LOI is the most significant agreement in an M&A transaction, even eclipsing the importance of the purchase agreement. A buyer will typically submit an LOI after spending some time looking...

A term sheet is used to start negotiations by allowing the parties to focus on the key terms of a transaction. Its primary objective is to enable each party to focus on the key elements of the transaction before preparing a detailed letter of intent (LOI) or purchase agreement. The...

Introduction Sometimes buyers start out with the best of intentions yet end up realizing they have overestimated their capabilities to pay. Needless to say, dealing with buyers who have defaulted on a seller note can be disappointing. As a seller, preparation is crucial. Knowing your options will spare you unnecessary...

Introduction What is a third-party loan processor? If you have decided to finance the sale of your business, you should know that an experienced third-party loan processor can handle all aspects of collecting, crediting, and disbursing third party payments -- they simplify the day-to-day management and process of collecting on...

Introduction One of the simplest ways to finance the acquisition of a business is to work with the seller to negotiate some form of seller financing, which is called a “seller note.” The vast majority of small business sales -- 80%, according to industry statistics -- include some form of...

Introduction Most small transactions are financed using an SBA loan, a bank, or the seller. One additional source of financing to acquire small businesses includes rollovers of retirement funds and seller financing. The buyer can avoid a small-business loan altogether and use their retirement funds to finance the purchase of...

Introduction Note: This article applies only to businesses valued at $5 million or less. That’s the maximum size of loans from the Small Business Administration (SBA). In larger transactions, companies use alternative sources of financing. Buying a business requires more than having in hand a sound business plan; it requires...

Introduction When selling my business, can I cash out at closing? Is it possible to sell my business for all cash? Or do I need to finance a portion of the purchase price? These are common questions from our clients. Many business owners want all cash when selling their businesses....

Introduction How do most buyers finance the purchase of a business? How much cash down do buyers usually put on a business? How common is it for a seller to carry a note? If they do, what are the typical terms of a seller note? How common are bank loans...

Sometimes we find it amazing that deals get done at all, what with so many aspects of a transaction that have to be worked out and agreed to by both parties. Here’s one that often flies under the radar until very late in the process: allocation of the purchase price....

Location, location, location. That’s a mantra that’s commonly heard when the discussion turns to home values. It’s also an important consideration when it comes to businesses. Don’t blow up your sale by giving short shrift to matters involving this key logistic. The lease is an integral part of the sale...

When a business changes hands, most buyers expect the seller to sign a non-competition agreement (non-compete) at closing. Few buyers will purchase a business without a commitment from the seller to not compete with them after the business is sold. Non-competes are more heavily negotiated in certain industries, such as...

I’m talking to a potential buyer who is interested in buying my business. We have talked about him purchasing the manufacturing portion of my business while I retain the wholesale division. Can you help us create a deal structure and asking price for each division separately? I'm not sure if...

Does the type of entity I have (corporation, LLC, etc.) impact how the sale of my business is structured? Yes, the type of entity you have will impact the structure of the transaction and needs to be considered well in advance of starting the sales process. One of the primary...

When buying or selling a business, an M&A transaction can generally take one of two forms: It can be an asset sale or a stock sale. Fundamentally, there are few differences between the two transaction structures. In an asset sale, the entity (e.g., corporation, LLC, etc.) sells the individual assets...

News flash: Sometimes buyers and sellers can’t agree on the value of a company. The seller is interested in getting the highest-possible price, of course, while the buyer might be apprehensive about the company’s ability to grow as promised or keep customers and key employees. Enter the earnout. An earnout...

It is essential to understand what happens to debt when a business is sold. In some instances, the debt is absorbed in the transaction as part of the sale. However, this is not the case most of the time. The fate of any debt in the sale of a business...

On the heels of many seemingly smooth business deals, a buyer may have doubts. Sometimes they question whether certain details of the business meet regulatory standards. They may also be concerned with fraudulent issues. To quell their apprehension, a buyer will sometimes request a holdback. A holdback is a portion...

After you accept an offer or letter of intent (LOI) on your business, the buyer will begin due diligence. Due diligence is the process of gathering and analyzing information to help the parties determine whether or not to proceed with a business transaction. This period of time normally lasts 30...

Table of Contents The Importance of Preparing for Due Diligence The Purpose of Preparing for Due Diligence Benefits of Preparing for Due Diligence Resolves Issues Before They Become Issues Greatly Improves the Odds of a Successful Transaction Speeds up the Due-Diligence Process Maximizes Your Dales Price Additional Advantages of Conducting...

Executive Summary Representations and warranties (“reps & warranties” or R&W) are legal promises made by both buyer and seller. Reps & warranties are a foundational component of any purchase agreement, whether a stock purchase agreement or an asset purchase agreement. Following is a high-level outline of a typical purchase agreement...

You’ve heard of buyer’s remorse and maybe even experienced it. Buyer’s remorse is a feeling of regret after making a purchase. It only stands to reason that seller’s remorse is a thing, too. Some business owners become stressed before the closing as the personal implications of the sale of their...

What is a Definitive Purchase Agreement (DPA)? A DPA transfers the ownership of a business and its assets. The DPA is called “definitive” because it is the final agreement signed between the parties. This replaces any previous agreements, such as a letter of intent or offer to purchase. The DPA...

The buyer has done their due diligence and you’ve done yours. Terms of the transaction have been broadly agreed to -- including the price. Next up: The closing. You’ve gotten this far; what could go wrong? Hold my beer... There’s no such thing as a perfect closing but we can...

The period when business ownership transfers to the buyer is an often overlooked yet important phase of the sales transaction. In worst-case scenarios, the buyer can fail due to inadequate training, and the business can close down, resulting in significant financial damages. In best-case scenarios, the transition will go smoothly...

Following are some action steps to keep in mind post-closing: UCC Liens must be periodically renewed. If you have financed the sale of your business and filed a UCC lien to protect your interest, then be sure to check when your UCC lien expires. They must be renewed periodically to...