2 – Sign the NDA

If you wish to pursue a business represented by Morgan & Westfield, you must first sign a non-disclosure agreement and complete a buyer profile before you receive additional information on the business.

Non-Disclosure Agreement (NDA)

We require a signed non-disclosure agreement (NDA) and completed buyer profile before we can reveal the name, location, and other details of a business we represent. We cannot release any additional information regarding a company until we receive these. Please note that we do not return phone calls requesting information on a business before an NDA is signed.

Verifying Your Information

Once you submit a letter of intent, you may be requested to submit source documents 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.

All Parties Must Sign the NDA

Anyone receiving information on a business we represent must sign an NDA. This includes your partners and any investors who will be involved in the process. Investors and partners must also sign and be approved on an NDA because they will have access to confidential information on the business. The only exceptions are your professional advisors (e.g., accountant, attorney), who are bound by professional ethics.

We Approve Your NDA Within 2 Business Days

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

It is essential to have a well-drafted non-disclosure agreement (NDA).

The Importance of Confidentiality

Confidentiality is essential to the sale of a business. The sales process requires owners to reveal sensitive and personal information to numerous third parties. Maintaining the confidentiality of any part of the proposed transaction is essential to avoiding disruptions in the business.

Respect the Need for Confidentiality

Respect the seller’s desire to keep the sale confidential and communicate the importance of confidentiality to all parties involved, such as your investors, your spouse (if they may overhear conversations), or any partners you may have. Obtain written permission from the seller before disclosing any information regarding the business to any other parties and request that those parties also sign an NDA.

The Implications of a Confidentiality Breach

Maintaining confidentiality prevents customers and employees from worrying unnecessarily about the future of the business and seeking an alternative. If it becomes known that a company is for sale before it’s publicly announced, its reputation can be negatively affected and revenue may decline as a result. Competitors may leverage the information to poach clients, customers may decide to do business elsewhere, and employees can experience uncertainty and make plans to leave the company.

Limit Who You Contact

Any interactions about the sale should be limited to the owners, Morgan & Westfield, and the seller’s professional advisors. Management or employees may not be aware of a proposed transaction, and inside knowledge of the sale could disrupt the business or interfere with the owner’s plans.

Why We Ask for Your Financial Information

Selling a business is a delicate process and involves the release of private and highly sensitive information. 

We are therefore professionally obligated to ensure all parties are qualified before disclosing confidential information regarding the business. It’s critical that we screen potential buyers to verify they meet minimum financial requirements before any sensitive information is released.

Reasons We Must Qualify Buyers

• Cost of Due Diligence: Due diligence is a serious commitment for a seller. It can cost them tens to hundreds of thousands of dollars in fees to attorneys, accountants, and other professional advisors. It’s important that we ensure a buyer is qualified before the seller makes this commitment.
• Risk of Fraud and Theft: Even if the buyer pays all cash and no third-party approvals are required, fraud and theft are still a risk for any seller. The seller will be providing you with access to highly sensitive information such as bank statements and tax returns. Ensuring you’re qualified gives them confidence they’re dealing with a legitimate party.
• Seller as a Guarantor: If you’re assuming the seller’s lease, they will likely remain on the lease as a guarantor. Likewise, if the seller owns the property and you intend to lease it from them, the seller will also want to ensure you’re operationally and financially qualified.

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 a bank loan, and other financial requirements of the transaction which may be required by third parties such as the landlord.

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 that you can meet any third-party requirements, such as those imposed by a landlord or in the event you propose a seller note as part of the transaction structure. If you’re working with an investor, they need to sign an NDA and we must also ensure they are qualified. Please forward the NDA to the investor to complete, in addition to submitting one yourself. When completing the form, please reference your investor’s name and email address.

Do I need to provide my financial information if I am paying all cash?

Yes. We must ensure you are able to meet any third-party qualifications, such as those imposed by franchisors, landlords, or licensors. Additionally, if the seller will remain as guarantor on the lease, they must likewise ensure you’re qualified.