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Home Art of the Exit Chapter 4: Team
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 VaryΒ 
    • The 2 Most Common Measures of Cash Flow
    • Choosing the Right Measure of Cash FlowΒ 
    • 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 FinancingΒ 
    • Financing a Deal With Retirement Funds
  • Chapter 4: Team
    • Introduction
    • M&A Advisor
    • M&A Lawyer
    • AccountantΒ 
    • Tips for Hiring and Working With Your Advisors
    • Other SpecialistsΒ 
  • 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 BuyersΒ 
    • Fishing – Using Ad Portals
    • Hunting – Using Targeted Campaigns
    • Other Ways To Find Buyers
    • Maintaining Confidentiality
    • An Introduction to NDAs
    • Preparing an Information MemorandumΒ 
    • 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 MarketΒ 
    • 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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Chapter 4: Team


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