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Home Art of the Exit Preface
Book cover from theThe Art of the Exit

The Art of the Exit

The Complete Guide to Selling a Business With $1 Million to $10 Million in Annual Revenue

Jacob Orosz Portrait

by Jacob Orosz, President of Morgan & Westfield

The Art of the Exit

  • Preface
    • Foreword
    • Acknowledgments
    • Acronyms
    • Additional Resources
    • A Few Important Notes
  • Introduction
    • The Decision to Sell
    • How Long It Takes To Sell
  • Chapter 1: Preparing for the Sale
    • Introduction
    • Preparation vs. Execution
    • Why Your Business Might Not Sell
    • Increasing Your Business’s Value
    • Informing and Retaining Employees
    • Organizing Key Documents
    • Normalizing Financial Statements
    • Why Some Businesses Don’t Sell
  • Chapter 2: Valuing Your Business
    • Introduction
    • 5 Reasons Valuations Vary 
    • The 2 Most Common Measures of Cash Flow
    • Choosing the Right Measure of Cash Flow 
    • The Only 2 Business Valuation Methods You Need
    • 9 Valuation Concepts to Understand
    • Selecting the Right Appraiser
  • Chapter 3: Financing
    • Art 3: Introduction
    • Where the Money Comes From
    • Selling Your Business for All Cash
    • Seller Financing
    • Let Uncle Sam Finance Your Deal – SBA Financing 
    • Financing a Deal With Retirement Funds
  • Chapter 4: Team
    • Introduction
    • M&A Advisor
    • M&A Lawyer
    • Accountant 
    • Tips for Hiring and Working With Your Advisors
    • Other Specialists 
  • Chapter 5: Buyers
    • Art 5: Introduction
    • The 4 Types of Buyers
    • Individual Buyers
    • Financial Buyers
    • Strategic Buyers
    • Industry Buyers
    • Why a Company May Acquire Your Business
  • Chapter 6: Marketing
    • Introduction
    • Fishing vs. Hunting for Buyers 
    • Fishing – Using Ad Portals
    • Hunting – Using Targeted Campaigns
    • Other Ways To Find Buyers
    • Maintaining Confidentiality
    • An Introduction to NDAs
    • Preparing an Information Memorandum 
    • Screening Buyers
    • Screening Employees
    • Screening Non-U.S. Citizen Buyers
    • Screening Investors
    • Avoiding Tire Kickers
  • Chapter 7: Meetings
    • Introduction
    • Meeting the Buyer
    • Guide to Negotiating Tactics
    • Your Secret Negotiating Weapon
  • Chapter 8: Offer
    • Introduction
    • It’s More Than Price – Negotiating the Deal Structure
    • The Parties’ Conflicting Objectives
    • Factors That Affect the Scope of Negotiations
    • Negotiating the Letter of Intent
    • Locking It Down With a Deposit
    • When To Take Your Business Off the Market 
    • I’ll Pay You Later – Considering an Earnout
    • What Happens to Debt
    • Trust But Verify – Escrow Holdbacks
    • Legal Transaction Structure – Asset vs. Stock Sale
    • Non-Compete Agreements
  • Chapter 9: Due Diligence
    • Introduction
    • Halfway There – The Purpose of Due Diligence
    • Sample Due Diligence Checklist
    • Transferring the Lease
    • Give the Tax Man His Cut – Allocating the Purchase Price
    • How Your Entity Affects Deal Structure
  • Chapter 10: Closing
    • Introduction
    • The Final Days – Overview of the Closing Process
    • Almost There – Preparing for the Closing
    • Negotiating the Purchase Agreement
    • Not So Fast – Representations and Warranties
    • Skeletons in the Closet and Indemnification
    • Almost There (I Promise!) – Escrow
    • You Made It – Closing Day
    • After the Closing
  • Conclusion
  • Additional Information
    • Resources
    • Appendix A: Glossary
    • Appendix B: Due Diligence Checklist
    • Appendix C: Purchase Agreement Clauses
    • Appendix D: List of Closing Documents
    • Appendix E: Escrow’s Duties
    • Appendix F: Recommended Reading
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Preface

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Selling your business is a big deal

You’ve invested your blood, sweat, and tears into an enterprise that has provided for you, your family and your employees. The moment has finally come for you to start a new chapter in your life. Explore your options now.

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