2: Complete the NDA & Buyer Profile

Summary of the Process

A) Sign the NDA and complete the buyer profile

B) We screen and approve your NDA and buyer profile

C) Provide additional source documents, if applicable

If you would like information on a business represented by Morgan & Westfield, you must first sign a non-disclosure agreement and complete a buyer profile before receiving any information on the business. After we have approved your forms, you will receive additional information on the business, such as a confidential information memorandum (CIM) and financial statements.

A) Sign the NDA and Complete the Buyer Profile

We require a signed non-disclosure agreement (NDA) and a fully completed buyer profile before we can reveal a business’s name, location, or any other details beyond what is available on our website for any businesses we represent.

We do not return calls requesting information on a business before an NDA is signed and the buyer profile is completed, as we can’t provide any additional information until we receive a signed NDA and a fully completed buyer profile.

All Parties Must Sign the NDA

Anyone receiving information on a business we represent must sign an NDA and complete a buyer profile. The only exceptions are your professional advisors (e.g., accountant, attorney), who are bound by professional ethics and are therefore not required to sign an NDA.

If you’d like information on one of our companies for sale, please e-sign the applicable NDA and buyer profile below:

• Individuals: E-sign the NDA and buyer profile if you’re an individual
• Companies: E-sign the NDA and buyer profile if you represent a company
• Private Equity Firms: E-sign the NDA and buyer profile if you represent a private equity firm
• Family Offices: E-sign the NDA and buyer profile if you represent a family office
• Independent Sponsors: E-sign the NDA and buyer profile if you represent an independent sponsor
• Search Funds: E-sign the NDA and buyer profile if you represent a search fund

Complete the Buyer Profile

We require a completed buyer profile (in addition to an NDA) before we can release information on any business, for many of the reasons listed below, even if you have the cash currently available to acquire the business and do not require financing. Submitting a complete buyer profile saves both you and the seller time, as outlined below. The only exception is if you represent a publicly traded company or a well-known institutional buyer whose information is publicly available, in which case an NDA is required but not a buyer profile.

Following is a partial list of reasons we require a completed buyer profile:

• Financial Requirements: Selling a business involves the release of the business’s private and sensitive information. We’re, therefore, professionally obligated to ensure all parties are financially qualified before disclosing confidential information regarding any business we represent.
• Buyer Types: We target certain types of buyers for many of the businesses we represent. For example, some business owners may prefer to target family offices, while other owners prefer not to sell to a private equity firm due to the extended transition period they often require. Having a completed buyer profile allows us to assess seller-buyer fit before releasing the seller’s confidential information and potentially wasting your time.
• Preferred Exit Paths: Some sellers have a preferred exit path, which may be incompatible with certain types of buyers, such as private equity firms or family offices. For example, if the seller doesn’t wish to remain with the business long-term, we may exclude private equity firms from our search and prioritize individuals, search funds, and corporate acquirers.
• Confidential Information: Some sellers do not wish to disclose their information to certain types of buyers, such as direct competitors, due to confidentiality concerns.
• Industry Experience: We also assess buyers’ experience in the industry and whether selling to a buyer lacking industry experience may be suitable to the business and the owner’s objectives.
• Required Licensing: In licensed industries, we may target buyers who already possess the necessary licensing to achieve a shorter transition period for the seller.
• Upside Potential: We evaluate any upside potential a corporate acquirer may offer the seller if the seller wishes to retain equity in the business post-closing.
• Buyer Liquidity: We prioritize potential buyers who have more liquid funds, which minimizes financing risk for the seller.
• Potential Synergies: We evaluate corporate buyers based on the synergies that could be achieved from the acquisition.
• Buyer Fit: We evaluate buyers based on potential long-term fit with the seller if the seller wishes to remain with the business post-closing,
• Seller as a Guarantor: We evaluate buyers to ensure they’re both operationally and financially qualified for the lease.
• Working Capital: We screen buyers to ensure they have adequate working capital to operate the business post-closing.
• Acquisition History: For certain types of businesses, we prioritize buyers who have previously completed acquisitions.
• Cost of Due Diligence: We ensure a buyer is qualified before the seller commits to the expense of performing due diligence.
• Risk of Fraud and Theft: We screen buyers to reassure the seller they’re dealing with is a legitimate party. Even if the buyer pays all cash and no third-party approvals are required, fraud and theft are still risks for any seller.
• Transaction Risk: It’s our professional duty to ensure all parties are screened and qualified before releasing the seller’s sensitive information. Selling a business is one of the most important and largest transactions in a business owner’s life and requires the release of a significant amount of highly sensitive information. Owners, naturally, only want to release this information to qualified parties.
• Other Criteria: We also evaluate buyers based on many other criteria, such as business or management experience, and a completed buyer profile allows us to evaluate these criteria to assess fit carefully.

B) We Screen and Approve Your NDA and Buyer Profile

We manually review and approve your NDA and buyer profile before we release information on any business we represent. You can expect a reply from us within two (2) business days of submitting the forms.

C) Provide Additional Source Documents, if Applicable

You may be requested to submit source documents, such as bank statements or a credit report, to verify your financial ability to complete the transaction. False, inaccurate, incomplete, and misleading information will be discovered during negotiations, so it’s best to be forthcoming when you complete the initial forms.

Frequently Asked Questions

Can you disclose the financial requirements for a business I’m interested in? No, we do not disclose the financial requirements for any business we represent. We recommend completing the buyer profile as accurately as possible, and we’ll let you know if you qualify to receive more information on the business.

Can I only sign the NDA, and not complete the buyer profile if I can provide proof of funds? No, we require a completed buyer profile before we can release any additional information on a business we represent for the reasons outlined above, even if you’re paying all cash. The only exception is if you represent a publicly traded company or a well-known institutional buyer whose information is publicly available.

What documents can you provide me if I do not want to sign the buyer profile but am willing to sign the NDA? We are not able to provide any information without a completed buyer profile unless you represent a publicly traded company or a well-known institutional buyer whose information is publicly available.

Do I need to complete a second NDA and buyer profile if I already signed one for another business you represent? Yes, you must sign one NDA for each business you are interested in; however, you do not need to complete a second buyer profile.

Do I need to list my financial information if I’m obtaining bank financing? Yes. We must ensure you meet the minimum requirements to obtain the funding and other requirements, such as those imposed by third parties (e.g., landlord, licensing requirements, etc.).

Do I need to list my financial information if an investor is funding my acquisition? Yes, we require your financial information even if an investor is backing you. This is necessary to ensure you can meet any third-party requirements, such as those imposed by a landlord or in the event you propose a seller note as a component of the transaction structure. If you’re working with an investor (with the exception of search funds), your investors must also sign an NDA and complete the buyer profile, and we must ensure they’re qualified as well. Please send the link to the appropriate NDA and buyer profile to your investor and ask them to complete it. When completing the forms, please include each other’s names and email addresses so that we can save your information together.

Do I need to provide my financial information if I’m paying all cash? Yes. We must ensure you can meet any third-party qualifications, such as those imposed by franchisors, landlords, or other third parties. Additionally, if the seller remains a guarantor on the lease, we must ensure you’re qualified.

Do I need to list the exact amount of my liquid funds? No, feel free to round the numbers (e.g., $1.1 million).

Do you disclose the minimum amount of liquid funds required for a specific business? No, we do not. We take multiple factors into account when assessing whether to approve a buyer and release confidential information, only one of which is liquidity. If in doubt, we recommend listing the maximum amount of liquid funds you have available to invest.