Mergers & Acquisitions

Guide to Buying a Business

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 any additional information about the business.

Non-Disclosure Agreement (NDA)

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

Be Accurate and Upfront with Your Information

Once you make an offer, you will 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 is best to be forthcoming when you complete the initial paperwork.

Have Everyone Involved Sign an NDA

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

We Approve Your NDA and Buyer Profile in 24-48 Business Hours

We manually review and approve your NDA before we release any information to you on the business. You can expect a reply from us within 24 to 48 business hours of sending us the form.

Click One the Links Below to E-Sign the NDA:

The Importance of Maintaining Confidentiality

Confidentiality is essential in the sale of a business. The process of selling a business requires the owner to reveal sensitive and personal information.

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. Obtain written permission from the seller to disclose the sale to any other parties, including your spouse, business partners, or investors, and have those third parties also sign an NDA.

What Happens if Word Leaks

Maintaining confidentiality prevents customers from worrying about the future of the business and switching to a competitor. If it becomes known that a company is for sale, its reputation can be negatively affected, and revenue may decline. Competitors may also leverage the information by spreading knowledge of the sale in the industry to poach clients, and customers may decide to do business elsewhere. In addition, employees can experience anxiety from the uncertainty and leave the company.

Control 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 any contact with them could disrupt the business or interfere with the owner’s plans.

Why Do We Ask for Your Financial Information?

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

Importance of Screening Buyers

Sellers need to be sure a buyer is qualified before disclosing confidential information. No seller wants to waste their time releasing confidential information to an unqualified buyer. It’s critical that we screen potential buyers to verify they meet minimum financial requirements before any sensitive information is released about the business.

I plan on using a bank loan to purchase the business. Do I still need to list my financial information?

You would not sell your home to someone who simply claimed they could obtain a mortgage without at least pre-qualifying the buyer in some way to ensure that they could afford it. Our sellers feel the same about their businesses.

An investor is providing me with the money to purchase the business. Do I still need to list my net worth and liquid cash?

If you have an investor, your investor must also sign the NDA. Please forward the NDA to the investor to complete, in addition to completing an NDA yourself. When completing the form, please reference your investor’s name and email address.

Why is it necessary to provide my financial information even if I am paying all cash?

The seller will want to determine whether you are qualified in advance, should approval by third parties — such as franchisors or landlords — be required, or for the approval of a license, before they invest significant time or money in performing due diligence.

Cost of Due Diligence

Due diligence is a serious commitment for a seller. It can cost the seller tens of thousands of dollars in professional advisor fees paid to attorneys, accountants, and other third parties. Should a seller forgo this vital step only to discover later that the franchisor or landlord does not approve you, it could cost them tens of thousands of dollars.

Risk of Fraud and Theft

Even if you pay all cash and no third-party approvals are required, fraud and theft are still a risk for any seller. The seller will be giving you access to highly sensitive information such as bank statements and tax returns. Seeing a copy of your credit report and proof of your liquid funds gives sellers confidence they are dealing with a legitimate party.

Seller as a Guarantor

The seller will likely remain on the lease as a guarantor. Sellers often maintain a working relationship with the landlord after a business sale is complete. Landlords frequently give immediate notification if a new owner is late on any lease payments. The seller may take the opportunity to intervene early, stepping in to assist you in turning the business around if you run into trouble, such as making lease payments. If the seller owns the property and you will lease the property from the seller, the seller will want to ensure you are operationally and financially qualified.