Mergers & Acquisitions

Sellers: Sell a Business

Morgan & Westfield is with you every step of the way, from handling negotiations to due diligence and closing. Our goal is to ensure the sales process goes as smoothly as possible for you.

Step 4 - Close: Negotiations & Offer, Due Diligence, and Closing

Negotiations, offer, due diligence, and closing — this is a critical stage when your sale can be made or lost, and we handle it all for you with our proven and effective streamlined process. From handling the negotiations through due diligence and closing, we are with you every step of the way. Our goal is to ensure your closing goes as smoothly as possible.

At Morgan & Westfield, we manage your closing and help you:

  • Represent your business professionally
  • Increase your chance of a successful closing
  • Secure better terms and a smoother sale

We solicit offers from interested buyers and negotiate with all parties to maximize your price and transaction terms. We negotiate favorable terms and transaction structure in concert with your tax and legal advisors and discuss the pros and cons with you and your advisory team. Every transaction is unique, and there’s no substitute for experience in this phase. An offer is the first step toward closing the sale — but it’s not the last.

Our team understands what’s at stake, and we are here to manage the process for you, including:

  • Negotiating essential terms of the transaction
  • Structuring the sale
  • Reviewing financing options available to the buyer
  • Reducing the chance of delays, the potential for renegotiations, and the risk of mistakes in closing your business sale

After settling the major transaction points, our attention shifts to managing your transaction and facilitating due diligence. During due diligence, you allow buyers into your company to confirm the information you have presented. They may talk to key employees, review financials, analyze your operations, review the legal aspects of your business, and collect other information. While this may seem overwhelming, our expertise helps you prevent delays and ensures the best final terms of sale during the closing. We help you navigate this phase, working hand-in-hand to complete the due diligence process.

Advantages you will receive during due diligence include:

  • Expert guidance to help you anticipate and prevent potential problems
  • Creative solutions for challenges, obstacles, or delays
  • Coordinated resources and services
  • Drafts of essential documents to solidify term agreements, including an offer or letter of intent and a transaction timeline

We are involved in negotiating the definitive purchase agreement, ancillary agreement negotiations, and closing procedures. We also assist in coordinating the drafting of the closing documents, and coordinating activities between and among the attorney, accountant, landlord, insurance agents, and escrow officers. We work to keep everyone focused on the right things at the right time, anticipate and resolve problems, and keep your transaction on track. We work closely with you to ensure the appropriate level of “commercial input” in constructing the purchase agreement. We oversee the project all the way until the point of closing. Working together, we are with you every step of the way, making the entire sales process easier, smoother, and more profitable for you.

Reduce attorney fees with our comprehensive closing documents

We have streamlined the closing process and created one set of clear, comprehensive documents for closing. These legal documents have been reviewed hundreds of times by our client attorneys, which reduces the need for independent review by your attorney. We send the documents to you all at once, in one complete package. Our Closing Package documents are thorough, easy-to-read and understand, and straightforward to complete.

Our simple, straightforward style in legal documents uses clear language that leaves little room for interpretation or error. Providing you with clear, easy-to-read documents reduces your cost, stress, and delays and provides you assurance in the terms and conditions you receive as the seller. In the future, if there is any question or need for litigation, our documents are drafted to mitigate potential risks in court.

We also draft your complete Closing Package, which may include:

  • Purchase Agreement
  • Allocation of Purchase Price
  • Asset List
  • Bill of Sale
  • Consents
  • Disclosure Statements
  • Non-Competition Agreement
  • Promissory Note
  • Security Agreement
  • Training and Transition Agreement

(Note: If the buyer is a private equity group or larger competitor, the buyer will customarily prepare the purchase agreement and other closing documents. We recommend you have an attorney review these documents.)

A Roadmap to the Successful Sale of Your Business (152 pages)

A Roadmap to the Successful Sale of Your Business (152 pages)

You could spend a lifetime figuring out how to successfully sell your business and still end up confused or clueless. What if you can stop the guesswork and start taking action now?

Read more