The How-To: Selling Your Business On Your Own Terms
If you want to sell your business, you may be daunted by the task, hesitate, and continue to procrastinate until the value of your business is diminished.
No need to worry! You can make the best deal by following a straightforward process. The process can be distilled into the following steps to help you ensure you sell your business on your terms. What is clear is that you need to give this process your time, commitment and to work in tandem with your advisors. Here's what you can do:
1. Create an advisory panel with the skills to help you
You will require finance, legal and your other personal advisors to work with you through the process. Choose people who have previously worked on a sale and get them on board early.
2. Evaluate and define your exit strategy and all potential exit options
What are your goals and the goals of your stakeholders? What is the timing of your exit? What will you do after you sell? Do you wish to continue in the business? What percentage do you wish to sell? Is your business more attractive to financial investors or to commercial investors? Could the business be considered for an IPO? Answers to all these questions will help you and your advisors determine and document the most appropriate exit strategy.
3. Consider the valuation range of the business
The market will determine the ultimate value of the business, but you should get your advisors to give you an initial indication to ensure it is in the range of your expectations. The most common reason that sales do not complete is that the seller has high price expectations that cannot be met by the market.
4. Determine the Unique Selling Points (USP’s) and projections
The USP’s could be the products, customers, management team, processes, etc. and it is these that the buyer is interested in buying. Defining those early and considering their future prospects focuses on the critical parts of the business and financial projections.
5. Make necessary changes to enhance the value of the business
Such changes may be necessary to the management team, selling redundant assets, closing departments, buying out minorities, settlement of legal cases, etc. which will hinder the sales process.
6. Define the sale and negotiation process
It is now appropriate to confirm whether the sale is of the complete business, some departments or just some assets. Other considerations will be around treatment of sponsors and other investors, bank debts to be retained, conditions on the sale such as use of names or employee preservation. Do you target one potential buyer, or encourage competition from several buyers to help you drive up the price of your business?
7. Consider potential buyers
Competitors, suppliers, customers, management, overseas businesses, financial investors and private equity investors could all be potential buyers and each will have different reasons. Whom should you approach?
8. Compile information for due diligence
'Fore-armed is forewarned' and so evaluate all parts of the business that the buyer may want to review and consider the availability of information. Would it be beneficial to perform vendor due diligence at this stage?
9. Prepare and distribute marketing material
A one or two-page flyer can be used to provide the basic details of your business to solicit expressions of interest. Once you have screened those who show interest (and they have signed a non-disclosure agreement) they can be provided with an Investment Memorandum detailing the opportunity.
10. Consider bids and follow up prospective buyers
Evaluate the bids. At this stage, all parties have confirmed their interest in the deal. Should you give exclusivity to one?
11. Manage the due diligence by the prospective buyer
Allow the chosen bidder to have more detailed access to information and management and, as you will have prepared for this earlier in the process, there should be no surprises.
12. Negotiate the deal
All the planning and advice has lead to this important step. The purchase price is only one factor and there will be other considerations to be managed. You will find that being prepared has made you confident with the negotiation.
13. Get familiar with legal documentation
The buyer prepares a Letters of Intent (LOI) and if accepted by you will lead to exclusivity between the parties hopefully leading to a Sales and Purchase Agreement (SPA). You will learn that LOI’s are not binding, whereas the SPA is the document that legally binds the parties to the terms of sale.
14. Anticipate assisting in post deal transition
A seller should anticipate some involvement post sale, to assist the buyer with such things as customer handover, explanation to management/staff, sponsors, etc.
And with these pointers, you have now successfully sold your business! You have negotiated from a position of strength and ensured that the legal documentation is in your favour. Even if the sale does not complete it is not a waste of time, as you will have understood more about the business, your industry and have a plan to continue to grow the business until you consider it the right again approach the market. You cannot lose by following the above process.