Go for the Gold Maybe you've planned it since day one, or maybe you've taken years to decide. Now that the time has come to sell your business, find out what you can do to make sure you can come out on top.

"I sold my business" is a magical phrase for entrepreneurs. Just saying the words conjures up images of wealth, leisure and exciting new challenges. For many entrepreneurs, it's the goal, the reward, and the ultimate validation for years of struggle.

While selling out isn't every entrepreneur's objective, perhaps it should be, says Ned Minor, a transaction attorney in Denver and author of the book Deciding to Sell Your Business: The Key to Wealth and Freedom. "Eventually, every business owner will leave their business," says Minor, "either sitting down at the deal table, or feet first on a stretcher."

Let's face it; the idea of working until your last breath is not what got most of you into business for yourselves. And yet, if you aren't already planning a more graceful exit, you may end up with the one planned for you.

On Your Mark

It's never too early to start thinking about selling. "The day you start building a business is the day you should start designing your exit," says Minor, who has counseled thousands of business owners through the process.

Dan Freedman, a serial entrepreneur and now CEO of San Jose, California-based Jasomi Networks, agrees. He sees himself not as a software entrepreneur, but as a business builder. No matter what industry he's in or what product he makes, he says he's always in the business of selling his business. "If you view the company itself as the product and the acquirers as the customers, you're on the right track," he says.

After building and selling three different software companies, Freedman, 39, takes a very strategic view of business. "When you're starting or growing a company, it is always a huge amount of work," he says. "The only question is, Are you going to get a huge return, an OK return or a horrible return? Each outcome is possible from the same company."

Jasomi seems well-placed for a huge return: The company has grabbed a 40 percent market share and, according to Freedman, will post 2004 revenues "in the low eight digits."

Scale and Strategy

What does a salable company look like? It's salable if it's scalable, says Minor. Of course there are small-and-steady businesses sold every day, but the big bucks come looking for a business that has huge growth potential. "Every buyer thinks he's smarter than the seller-that he can double the size of the business," says Minor. "And we encourage him to think that." A business will fetch the best price only when buyers believe they can take advantage of significant future growth potential.

Selling a company's future upside means proving your previous growth and validating your future growth strategy. Start with two years of audited financials to show the veracity of your historical growth. Then be prepared to explain your business strategy and how it fits into the overall market. If your growth has been fueled by acquisitions, show the buyer how that works and how many more acquisition targets are still in the market. If your growth is through new product development, be prepared to reveal details of your R&D pipeline and your ideas for future product lines.

As an intermediary, and sometimes a buyer, Andy Agrawal stresses the importance of a strong, clear strategy. Agrawal, managing partner of VisionQuest, an investment banking firm in Fort Lauderdale, Florida, says that a strong strategy will attract an entirely different kind of buyer. He differentiates between "financial" buyers, who are looking at your income statement, and "strategic" buyers, who are looking at the overall value of your business.

"Financial buyers will typically pay a lower price-they'll have a fire-sale mentality," says Agrawal. "So you need to find strategic buyers and paint a picture for them. Show them a great customer relationship, a great piece of intellectual property, an advantage in time to market, or a key employee. Show the strategic buyer how one plus one equals three."

"You have to understand why an acquirer might want to buy your company," says Freedman. Big companies sometimes must act quickly in the face of market pressures or trends. "I've seen companies bought for many millions of dollars just to justify a press release...or to backfill for a previous press release that left an unfulfilled promise."

Always Have a Backup Plan

Plan B

Why settle for just one buyer when you could have two? ForFreedman, having a Plan B is a vital step in the sale process."The stronger the Plan B you can put together, the strongeryour Plan A will become," he says. Having a strong and visiblealternative makes any acquirer sit up and take notice. "Thereneeds to be tension to the deal. Each side wants the other to thinkthat they're about to walk away-it's the tension that getsthe deal closed."

The best buyers, according to Freedman, are large, high-flyingpublic companies with broad, strategic agendas and cash to spare.He should know: Two of the companies he built are now happily partof IBM and McAfee.

Selling to a public company has other tangible benefits. Sincemany transactions leave the seller with a fistful of stock-orworse, a long-term payout-a publicly traded acquirer makes aneventual cash payout more assured.

Team Conditioning

No matter who is buying your business, they'll want to buymore than your personal network and capabilities. In the words ofMinor, "Make your business look like it's worth the askingprice." This is especially true if you're planning toleave the business after the sale.

"Build a strong management team that can carry on whenyou're gone," says Minor. A strong team, clear policiesand procedures, and a broad customer base are the underpinnings ofvalue. The business should not just run without you, but bepositioned to grow without you.

Of course, employees-especially key management-can also become aliability during a sale. "Make sure that key [employees] areincentivized to stay on," says Agrawal. "It'scritical to minimize disruption."

Keeping employees around during a transition period takes morethan just financial incentives. Communication is also key.Carefully timed communication, that is. Since sale transactions arenotoriously volatile and demand confidentiality on both sides,Minor says employees should never be told of a sale until the dealis closed. He unapologetically prepares sellers for the moment whena key employee will ask, point-blank, "Is the company forsale?" The best response, he says, is a misleading fib."It's vital to keep the transaction confidential, even ifit means apologizing to your employees after the fact." Sincemost sellers are ethically and legally bound by nondisclosureagreements in advance, obfuscating the truth is nearlyunavoidable.

There will, of course, come a time when everyone learns of thetransaction. Prepare in advance for that critical period. SaysAgrawal, "You'll need a communication plan-a script-totalk to customers, suppliers, employees and partners."

Keeping Focused

Meanwhile, Back at the Office...

So far, so good: You've built a scalable company with astrong growth strategy, you have immaculate accounting and auditedfinancials, and you've started negotiations with two big publiccompanies. The payoff seems to be just down the road.

Hang on. While you've been focused on selling the company,who's been making sure the company stays focused on sellingyour product? "The last thing you want is a financial oroperational hiccup during negotiations," says Freedman. Manydeals have been quashed when financial results from the last monthor the last quarter are off target. Even if the buyer doesn'twalk away, the price is likely to take a last-minute tumble.

Freedman points out that, in a sale, the company is the product."If you take your eye off the ball and focus only on sellingthe business, in the end, you won't have a great product tosell."

Diligence and Disclosure

The sale of a business is inevitably as complex as the businessitself. If the business has 10 years of operating history, then ithas 10 years of potential liabilities, lawsuits and bad accounting.Even for a relatively simple business, buyers want to know exactlywhere the business stands. That means the seller has to disclosecopious amounts of documentation and give a strict personalguarantee, called a warrant or representation, that all disclosuresare complete and accurate. "If there's any hair on thedeal-any red flags-it's going to come out. So you're bestdisclosing everything upfront," says Agrawal of VisionQuest."Don't play any games." The quickest way to unravel adeal is to leave a buyer feeling duped.

The amount of disclosure that buyers require can bemind-boggling. Putting it all together in a reasonable fashion isjust one reason to consider hiring outside help. An intermediary,such as a business broker or an investment banker, can relieve youof some of the work while also keeping the buyer engaged. "Wealways recommend that a third-party intermediary representyou," says Minor. "Even if a large competitor makes adirect offer, I'd still bring in an intermediary who can drivethe valuation up."

The seller's dream team of advisors should probably includean investment banker, a CPA and a battle-hardened transactionattorney. A good transaction lawyer will help you get the dealdone, while more conservative corporate attorneys may get boggeddown in the negotiations and end up killing the deal.

Selling a business is not something you do every day, and it maywell be the most important transaction of your life. It'svitally important to use professionals who will push to get thedeal done while looking out for your best interests.

The Final Stretch

Remember, no deal is a sure thing until it's done. Perhapsthe only sure thing is that selling a business is never simple.Selling out can be the most harrowing-and most rewarding-experiencein the life of an entrepreneur. Take it slowly. With carefulplanning, strategy and guidance, each step of the process can addvalue to the company and get you closer to crossing the finishline.

is an investment banker and author of the e-bookFinding Funding.