Our Engagement Process
To sell your business at the best price and terms is a complicated endeavour – as it should be. The following is an overview of a typical sales engagement, but overviews make a process look deceptively simple.
Since most readers would not want to read through how the hundreds of hours in each engagement are consumed, where any part of this description lacks the information you require, please call us and we will fill in the gaps.
COMMENTS FROM PAST CLIENTS
We’ll start our description after the initial introductions. By now, we’ve looked at each other online, spoken by phone, and each of us has decided we’re willing to meet – without any commitments yet.
First, we will provide you with our Non Disclosure Agreement, to assure you of the confidentiality of your information. Then we can discuss your objectives, your company, our thoughts and how our process works. We’ll provide you with sample documents and a guide (The Plan) that has answers to many of your questions.
If we agree that there is a good fit, we’ll set a date for a second meeting. Meanwhile, we will calculate a window for your Most Probable Selling Price (from documents you provide) and we’ll also do some preliminary market research to prepare for the second discussion.
It’s been a few days since our first contact and we’re ready to discuss our calculation for your MPSP. If we agree on an approximate price, we’ll continue our discussions. At this point we will also be able to calculate our fees. If you have made some of the required decisions, they will be documented until we have enough to complete the Engagement Agreement.
You might decide to proceed now, or take the Agreement away to consider your options. We will continue to answer your questions until you are comfortable. When your decision becomes a ‘yes’, the engagement begins.
The Engagement Preparations
There is a great deal to be done now, so we’ll provide you with a list of documents we need. And remember The Plan we gave you? It also contains background on several decisions you must make. Depending on your company size, you might create a management team to assist you. At the least, you will need a tax advisor and lawyer.
After about a week for each of us to prepare, we’ll meet for our profiling interview. This is where the Broker learns all he can about your business. The interview is followed by an extensive data collection and research effort. We’ll share our findings with you to get your insights too. Your MPSP calculation will be refined so it can be defended in negotiations. Our team drafts your marketing materials and submits them to you for comments.
A second interview addresses the gaps in our material and nails down the details. Together, we develop the best sales proposition. We also create plans to maximize a buyer’s investment and increase their future profits. Our objective is to motivate prospective buyers with a compelling vision of their future as owners.
Marketing Your Business
The awareness campaign starts with all the methods we detailed in our meetings, such as online promotion, announcements to known buyers, upgrading visibility on the best for-sale websites and outbound approaches to selected prospects who fit the opportunity. We estimate that your opportunity will be available to several hundred thousand buyers. They will see a general description without revealing your company name. They need to know enough to be interested, but not enough to reveal who you are.
We’ll begin getting inquiries immediately. Many are just curious, some don’t have the funds and others are investor groups looking for distress level pricing. We will contact every inquirer, and they must tell us about themselves, sign a comprehensive NDA and provide proof of their financial ability to get any of your more confidential documents. At least 90% will not pass our qualifying process.
The qualified potential buyers will receive your CIM (Confidential Information Memorandum). Some will then determine that your business doesn’t fit their needs and return the documents.
The buyers who remain interested will be interviewed so that we can understand their objectives and motivations. Our objective is to get them excited about your company.
Selecting & Improving Offers
The best prospective buyers will be brought to tour your facility and be interviewed by you. We will handle many of their questions, but this is not yet the time for price negotiations. After the meeting, they will be given a guide on making an offer that meets your criteria. Our role at this point is to negotiate the basic terms of an offer that suits both you and the buyer. When we’ve settled on those, the offer will come as an LOI (Letter of Intent). It’s not binding, even when you sign it back, but it will form the basis of the Purchase Agreement. We’ll review the LOIs with you and discuss each buyer and their offer, until you accept one. When an acceptable LOI is signed by you and the buyer, the buyer provides a deposit and is ready to begin the due diligence process.
Due Diligence and the Purchase Agreement
We facilitate the buyer’s due diligence and negotiations to keep the deal on track. Throughout this process, we have tried to minimize the use of your time because it is essential that you focus on your business so that it continues to do well. Due diligence can take a few weeks. All your secrets and mistakes will be found and used to negotiate better terms. Because you were forthright with us at the beginning, nothing substantial will be found. Even so, buyers will use every opportunity to push the price down. Here’s where we’ll need the leverage of your continued success. When all the conditions of the LOI have been met and negotiations are finalized, a Purchase Agreement and related documents are prepared. Your acceptance finalizes the terms so other legal documents can be prepared.
Closing the Transaction
At the pre-determined time, the transaction closes. The agreed-upon adjustments are made for Net Working Capital (inventory, receivables, payables, etc.) Your money is then transferred to you. All that remains are your previously-agreed obligations to assist in the transition of your know-how to the new buyer.
To quote a well-used movie line, “Tonight, we celebrate.”