Successfully selling your business for the best price requires a lot of time, effort, strategy, teamwork, research, planning, networking, patience and commitment.
There are many factors to consider when deciding if you should sell your business. A good way to start this is through an accurate assessment of market demand, i.e. how many buyers are in the market. This will allow you to consider whether you will attract high volumes of interested buyers.
As one of the leading business brokers in the UK, we understand how to sell a business in the most efficient and effective way. Our main goal is to make the process as easy and stress-free as possible for you. We take care of the hard work so you can rest assured that you are getting the best deal for your business.
Hilton Smythe will guide you along the selling journey from start to finish as transparency and trust are embedded in our process. In our guide, we have gone into great detail to provide you with everything you need to know to sell your business.
Want to get started on selling a business? Speak with our team today.
Preparing for the sale of your business
As you may have guessed, before you can successfully sell your business you need to spend a lot of time planning and preparing for the sale. This may seem like a lot of work but it is fundamental to ensure that your business is appealing to prospective buyers. While you may be eager to sell your business right away, the correct amount of planning and preparation will ensure you find the buyer and deal you are looking for.
Making the decision to sell, is one that is all too often made far too late in the sales process. This means that the majority of sellers are not in actual fact prepared for sale at all. Before you do anything on the selling journey, it is essential you prepare the business for sale, ideally a couple of years before you take the plunge. As we will see late in this guide, businesses are usually valued on a multiple of profits. Therefore, there are two ways to improve the value of a business, increase the profit and/or increase the multiple. The better prepared you are to sell, the better your profit and multiple will hopefully look.
Our top tips for preparing your business for sale are:
Get your accounts in order.
Whilst businesses have an obligation to record income and expenditure, not all are required to prepare trading accounts for their business. If you are considering the sale of your business, you should prepare trading accounts. Buyers will typically want to see three years worth of trading on your income statements (profit and loss account). You should advise your accountant, ideally a few years in anticipation of selling, that you intend to do so. This way, your accountant will be able to advise on how best to present the income statement for your business.
Financial preparation is key to peak the interest of potential buyers. Buyers will usually be looking to see profits, long-term client base and consistent revenue growth. So, it is your job to update and tidy your books and records, ready for scrutiny. Make sure that you have at least three years worth of accounts ready at hand. Buyers will want to look at your accounts to see if the business lives up to its valuation. At Hilton Smythe, we will only release accounts to buyers who have positively viewed the business.
Expect to be asked a variety of questions from interested parties who want to extract every detail about your business. How much revenue has your business turned over this year? How have your business’s costs grown or fluctuated over the past 5 years? These are the types of questions you should be prepared for and it’s crucial that you provide clear answers to demonstrate your understanding.
Get your other paperwork in order.
Making sure your business has an easy to access suite of business information will save you time and money in the long run. It will also give any buyer the right impression about your business which could improve the price they are willing to pay. Creating a file of key information, such as VAT returns, Tax returns, details of any licences your business has together with asset lists and supplier details will all save time further down the line.
Also, if your business is a limited company, be sure to check that all filings with companies house are up to date and, any key decisions that have been made that require resolutions or written minutes have those resolutions and minutes in place. An accountant, solicitor or good broker can advise you on these. They are likely to be required by a buyer if you sell the shares of the business.
We also recommend creating an anonymised list of staff and include their age, pay/benefits and length of service. You can also include anonymised terms and conditions of employment.
If you are also including the sale of a freehold or lease, make sure you have a copy of any relevant documentation to hand, including a copy of the lease, floor plans and title plans if you have them.
Manage the multiple as well as the profit.
As well as making sure the business is as profitable as possible in the few years before sale, managing the multiple a buyer uses against your profit figure can add significant value to your business.
We will outline some of the key things to think about to ensure you are getting the best multiple for your business. Your profits must be sustainable in the future. In other words, don’t slash your costs and increase your prices for a short term gain, i.e. better profit result.
Another key factor in managing the multiple is your supplier and customer profiles. If you are at the mercy of one big supplier or one big customer, losing them as a supplier or customer could impact your business massively and so a buyer will see this as risky. If you can remove the risk in this area by not having all of your eggs in one basket, you are likely to see a better multiple.
Have a good team of people working for you and remove yourself from the business as much as you can. A business that relies heavily on you as the owner to operate successfully is not as valuable as one that does not rely on you. Train staff to do some of the key things you do and try to step out of the day to day as much as you can.
Document key processes to achieve a consistent product or service.
Manage the businesses reputation with its customers and suppliers well. A business with a bad reputation is going to be as hard to sell for a good price as it is to win new custom; you would face an uphill struggle from the off.
Make sure you are fully compliant with all legislation, rules and regulations with the appropriate records available.
These are just some of the things to focus on to help buyers see the value in your business. Ultimately, the preparation for each business is different so seek advice from a competent professional to make sure you are ready to sell. Remember, fail to prepare, prepare to fail!
So, you want to sell your business? You want to exit the business smoothly and efficiently and most importantly find the right buyer. The prospect of retirement or a new venture excites you and you can nearly see the finish line. But how do you take the next step to sell? Simple: Determine the value of your business.
This process, if done correctly, will provide you with the foundation for a great deal. Valuing your business is important for many reasons but one of the most obvious is if you are splitting from a business partner. Let’s say you own a hotel with a friend, you have a 70/30 split in the business. You want to buy your friends 30% share of the business but you have no idea how much that will cost. Here is where you should consult a professional valuer such as a business broker to help you with the process. The valuer will be able to determine the worth of your business so that you can buy your business partner out with the appropriate amount.
In order to achieve a realistic valuation, you should refrain from valuing your business yourself. Handing over the responsibility of valuation to experienced external experts, such as Hilton Smythe, will guarantee you an objective valuation.
You can use our business valuation calculator today for an indication of the value for most businesses. However, we would always recommend speaking with one of our experienced team too, as every business is different.
A common phrase in the industry is ‘businesses are only ever worth what someone is willing to pay for it’. It is so common because it’s true! If there isn’t a buyer out there that is willing to pay the price for your business, then it simply isn’t worth the price you are asking for. It is important to remember that the valuation is only ever a starting point for negotiations to commence. The more profitable and prepared the business is, the more likely someone is willing to pay ‘the right price’.
Valuing a business can be done in a number of ways, usually depending on the buyer and the industry norms. Two common types of valuation, that can be applied to a broad range of business types, are EBITDA Multiple and Asset Value.
EBITDA (Earnings Before Interest Tax Depreciation and Amortisation) is one of the profit ratios that can be used to measure the value of a company. EBITDA Multiple works with the businesses operating profit before any tax or interest charges are deducted.
Amortisation and depreciation are accounting principles that allow the writing off of tangible and intangible business assets on the balance sheet. Assets are broken down to represent an annual cost of the particular asset based on its perceived operating life. To use an example, let’s say you have a company car that is bought for £30,000 and perceived to last 5 years.
Instead of charging the whole £30,000 to the Income Statement (profit and loss) in the year it is bought, you spread the cost over 5 years instead because the asset will support the business for 5 years. As a result, an accountant will ‘capitalise’ the asset by adding it to the balance sheet. They then charge the asset to the Income Statement through depreciation, in this case at £6,000 per year (£30,000/5 years).
Your EBITDA multiple should also be adjusted to compensate for any other owner operator expenses, such as directors salaries, pensions, personal cars that are run through the business etc. These are called add backs. The add backs a buyer is prepared to accept will vary depending on the particular buyer and their own motivations in purchasing. It is important to remember that adjustments may need to be made the other way. For example, if you are heavily involved in the business and as such the buyer has to employ someone to do some or all of the jobs you carry out in the business, you will need to deduct a salary as part of your adjustments to EBITDA.
An EBITDA multiple valuation works by taking the adjusted EBITDA figure and then multiplying it to get a valuation figure that can be used as a starting point or initial asking price. A number of multiples can be used in business valuation and can vary massively, but for the majority of small businesses, you would be looking to achieve between one and three times EBITDA. Mid size businesses typically see between three and ten times multiple. If you are working with an experienced broker, they can share actual sale prices and multiples, meaning you know the price you are asking is a good starting point. What is clear however, is that value can be added to any business by managing the multiple as well as the profit, so be sure to follow some of the advice in preparing your business for sale above.
In some cases, businesses’ assets can be worth more than the EBITDA valuation. Therefore, as the value is in the assets, you will need to use another valuation method. This leads us to the second valuation method that is: Asset Value.
There are a few different forms an asset valuation can take. The main one used in small businesses, particularly sole trader and partnership businesses is the break up value, in other words, what could we sell all of the businesses assets for today.
How the asset value is calculated will depend on whether you are a limited company or a sole trader/partnership. If you are a limited company then you are required to gather specific information to prepare for the sale and the value will usually end up being close to the net asset figure shown on your accounts (in the balance sheet). This includes reconstituting your balance sheet to bring the value of fixed assets up to date to reflect the market value. This differs from the artificial depreciated value that your accounts may record
On the other hand, if you are a sole trader or partnership then you simply need to make sure you know the value of your assets and make sure they are free from any encumbrance, such as hire purchase or secured loan. A sole trader or partnership may value the assets themselves online by getting valuations of similar assets from the likes of eBay or trade specific sellers for instance.
Hilton Smythe can support you every step of the way with this and ensure your business gets valued professionally and accurately. For more information you can read our blog about how to value your business.
Are you ready to sell your business?
So, you’ve gotten in touch with a valuation expert and now you know the real worth of your business. While it may be instinct to get your business on the market right away, there are several things you need to make sure of first.
Is the timing right?
When it comes to selling a business, timing is everything. There could be many reasons that you want to sell your company from accumulating debt to a new career path. Regardless of the reason, there is no value in rushing to bring your business to market. Rushing into such a major sale could negatively impact your ability to sell successfully. Follow our preparing for sale section above and speak to an expert such as Hilton Smythe as early as possible before committing to sell.
You should really prepare your business for its sale years before you actually want to exit. We like to use the phrase: start with the end in mind. Whatever your reasons for wanting to sell, the process can be financially and emotionally rewarding if done right so that you derive the personal satisfaction of knowing that what you created will continue on in the hands of people you have confidence in. The gratification of knowing that you have given someone else the chance to be a small business owner, and experience the same joys you had building your business.
Assess the market
When deciding whether to sell your business or not, you should base your decision on an accurate assessment of market demand. By assessing your market, you will be able to maximize the chances of attracting high volumes of interested buyers.
Paying attention to what is happening in your industry is crucial to providing those much needed insights into the price fluctuations, market valuations, what prospective buyers are looking for, and so much more. Typically approaching a reputable broker who has a finger on the pulse of what is happening in the marketplace and who can provide information on the latest trends is the best way forward.
A significant number of opportunities are missed because of bad timing. Business owners should be in the habit of regularly reviewing their financial statements and paying close attention to sector developments because this will ensure that a business owner stays ahead of the curve and fully prepared when entering the sales negotiation processes.
Get inside the head of your potential buyers and try to understand why they would be attracted to your business in its current state. Spend time researching your industry and analysing your company’s financial performance in comparison to industry standards. Additionally, you should also spend time checking what the market rates for similar businesses are.
Business Appearance & Operations
The numbers behind your business aren’t the only thing that buyers will be judging you on. It is sometimes underestimated how much appearance, cleanliness and tidiness can have a lasting effect on people. When you invite buyers over to your business, you should ensure that the building looks tidy and well kept.
Worn-out carpet, peeling walls and tatty equipment can all turn off potential buyers. So while it may seem like something relatively small, the appearance can have a huge impact on first impressions and how people perceive your business. Once your business is looking great, you can then feel more confident as you task a Sales Negotiator with managing the sale of your business. Most people have heard of ‘kerb appeal’, stated by residential estate agents all too often. The ‘kerb appeal’ principle applies to business sales in much the same way.
When selling your business it is a legal requirement for a commercial property to hold a valid energy performance certificate (EPC). In some instances businesses may be exempt so it’s important to consider whether you need this. Read more about EPC when selling a business here.
Lying to a potential buyer will almost certainly result in a lost sale. Most buyers will do proper due diligence before purchasing a business so telling your potential buyer the truth is more likely to develop a trust in you and your business in the long run.
You might want to put together a sales pack with some of the most frequently asked questions, but you will still have to answer many of the questions from any potential buyer yourself. For the busy business owner hiring a professional to do the work for them makes more sense due to the amount of time it takes to deal with potential buyers of the business. Instructing a good business broker to help sell the business will ensure that you only deal with qualified buyers and that time is not wasted on people who are window shopping and could not afford the purchase or have no actual interest in buying the business from you.
Marketing your business for sale
Business Valued? Check. Preparation and Planning? Check. Now it’s time for the fun part: putting your business on the market. If you aren’t using a business broker to market your business then the responsibility falls upon you. Again, while it may be tempting to start advertising right away, defining your ideal buyer and planning your marketing efforts around that is a much more effective strategy.
In order to define the likely buyer of your business, you need to conduct some market research. Market Research will allow you to form profiles of your prospective buyers so you know where, when and how to reach them. For example, put yourself in the shoes of a pub-owner looking to put his/her business on the market. There may be a wide range of buyers who are interested in your pub for different reasons.
Are they a first-time business buyer? Have they owned a pub before? Why would they be interested in your pub? What is their financial status? These are the types of questions you need to ask and answer to ensure your marketing plan is catered to the right audience. Determine what type of person would invest in your business and build your marketing plan based around them.
Once you have defined your target audience, you can then begin to craft your marketing message. Questions that should arise now are: what do you want to say and where do you want to say it? You need to think about how you are going to present your brand to your audience in a way that will resonate with them. Using storytelling in marketing is often a great way to connect with an audience. People buy from people after all! What is the story of your business and how can you evoke some form of emotion in your audience? Entrepreneurs are often fuelled by passion so if you can share a story that relates to your audience they will be more willing to buy into you and your business.
Hiring a professional photographer or videographer to capture your business is a must. Unprofessional looking images or videos will stand out like a sore thumb on the market place to make sure that what you capture is pleasing to the eye. After you have devised a stellar marketing message, it is now time to choose which channels you are going to distribute it through. To connect with your intended audience, your message needs to be seen by the right people.
When marketing your business, you have two options: use a business broker or market the business yourself.
To list your business on RightBiz or similar sites yourself, you simply need to enter your business information on the site. This includes your business’s price, background information on your business, images and more. Once your information is entered you will hopefully start to get enquiries from interested viewers. Choose your channels wisely and think back to your buyer profile. Which channels would your buyers be in and how can you make your proposition attractive to them? For instance, a pub with an advert in the Publican or a Chip shop with an advert in Fish Friers is advertising to a pool of people who already own a pub or chip shop – very few of these will be looking for another add on business. Make sure you spend your money wisely when advertising your business for sale.
If you choose to use an experienced business broker, like Hilton Smythe, to market your business then you can sit back and relax while we find the right channels for you. We understand that no two businesses are the same, therefore, we tailor a marketing package to suit your exact needs and business circumstances. When it comes to advertising, it is a necessity to generate maximum interest and exposure.
Hilton Smythe works with some of the biggest advertising listings in the UK to get your business seen. When it comes to successfully advertising your business for sale, our wide reach and marketing network delivers excellent results. Our vast range of advertising options is designed with how to sell your business quickly in mind. Some of the channels we use to market businesses are RightBiz, Dalton’s Businesses and BusinessesForSale.
Ultimately, marketing effectively is the key to finding the right buyer for your business. You could have a great valuation and have all the financial planning in place but still not find a buyer because your marketing is poor.
How to tell employees you’re selling the business
Just like your regular customers, your staff are probably one of your most valuable assets so it’s often a tough decision when it comes to telling them about the sale of your business, especially if you’re a hands-on type of business owner.
It’s a common belief that telling staff you’re planning to sell up shop before a transaction is complete could endanger your sale. Ultimately, as the owner of your business, it’s your decision as to whether or not your staff are kept up to date. Some owners choose to consult staff before and some choose to keep a confidential sale throughout. There are both positives and negatives to these options.
It’s natural to worry about your staff leaving once they hear you’re selling, however it’s important to remember that given job security most staff members can be reassured, and won’t have reason to leave your business.
Have you considered the true value of your staff?
Many prospective business owners will find the thought of taking over a brand new venture a daunting one. Including well informed, experienced and supportive staff with your business sale will help place a much higher value on your business than it would without them.
We recently heard from ex-business owner Ray Boycott who successfully sold his business along with staff to a new owner.
“Honesty was the best policy, it’s especially hard to keep secrets especially with viewings and if you want to market your business as effectively as possible.”
TUPE: Your responsibilities to your employees
If you have employees and are selling your business, you’ll need to abide by TUPE (Transfer of Undertakings Protection of Employment) Regulations 1981).
It may sound daunting but following the guidelines and principles set down under the regulations are fairly straightforward. TUPE is not only your responsibility as the business seller, but also the buyer’s too. It provides a level of protection for your employees and gives them peace of mind that their jobs will not be lost as a result of the sale.
It doesn’t matter what size of business you are. As long as you have employees you need to consider the implications of TUPE at every stage. In order to help you understand the basics we’ve distilled the key areas for you to be aware of:
“I’m selling my business, isn’t it the buyer’s responsibility?”
Yes, but it’s the responsibility of both sides. This includes;
- where one company buys another (not by share transfer)
- where a sole trader or partnership transfers to another
- where two companies merge and cease their original status
- most importantly, where goods and/or services are transferred e.g. a sale of a business
All of the above means that the purchaser and the seller have a responsibility to the employee.
Informing your employees
You have to tell your employees (and trade union if appropriate) the following:
- The transfer is happening – when and why is important. Not just from a legal point of view but also for good relations going forward
- Tell them how it may affect them (if at all)
- Let them know of any known re-organisation (the new owner will have to do the same)
- Reassure them of the TUPE principles
- Be conscious of agency workers and their rights
If you fail to do this you can be fined. If you don’t have a trade union, employee representatives can be nominated and elected by their peers. Employee representatives have the same rights as a trade union representative. This can be rather scary but in actual fact could protect you in the long run. If you are in doubt about employment related matters, you should speak to an employment law specialist or HR consultant.
Find the right buyer for your business
After lots of strategic planning, you’ve nailed your marketing efforts and you have buyers queuing up to contact you. Now you feel slightly overwhelmed and are having a hard time filtering through all your enquiries. With so much choice, choosing the right buyer can prove difficult if you aren’t aware of the types of buyers and their intentions. Ideally, you want a buyer who is professionally capable and financially qualified to manage/own your business. Below, we will lay out the three main types of buyers and their intentions for buying.
The first type of buyer to be aware of is the Strategic Buyers. These buyers normally consist of companies that already exist in your industry or companies that are looking to enter your market. Strategic buyers can come in all shapes and sizes. Large companies usually tend to be the most common strategic buyers. Although, smaller companies looking to expand and buy out competition may also be strategic buyers. Companies that are interested in buying your business could be looking to make a number of different strategic moves.
Perhaps your competition is looking to overtake your business to increase its growth and profitability. Or, perhaps a company that is hundreds of miles away is looking to expand and hit a new geographic location. You may be thinking “why would I want to sell to a previous/current competitor?”. An advantage of selling to a strategic buyer is that you may be able to demand a higher selling price. Strategic buyers will usually pay a premium for the acquisition as they have a need that is identified.
It is always useful to understand what is fuelling the buyer’s motivations and to see if you are happy with what they are trying to achieve. It may be that you gravitate towards the type of buyer that is buying simply because they want a career or lifestyle change. This leads us into the next type of buyer: Individual Buyers.
Individual Buyers tend to consist of people looking to own a business and to run it as successfully as possible. The motivation behind their purchase is usually based on wanting to have a career change, provide for their family or create a new lifestyle for themselves. Imagine someone who has had a steady corporate job for ten years and, with the help of some savings, is now looking to change direction by buying a business.
These types of buyers may be suited to your business if it’s in the small to medium market range. With Individual buyers, they may be inexperienced and have difficulty securing finance. It’s important to use a business broker with any type of buyer as they will be able to easily spot and manage the different types of buyers in a professional manner.
Two down. One more to go. The third type of buyer is known as Financial Buyers. Financial Buyers mainly consist of investors who are interested in purchasing, investing and reselling a profitable business. One common type of financial buyer is a Private Equity Group. Private Equity Groups are investment management firms interested in reselling the business in the future. These types of buyers may buy 100 percent of your business or buy a controlling share allowing you to maintain some ownership. Commonly, financial buyers will not pay as much as the strategic buyer, however, if you can prove that your business can generate consistent profit and growth then they could be won over.
When selling a business on your own, there are some pitfalls that you may run into. One of these includes only being able to deal with one buyer at a time. Luckily, with a business broker, they can expose your business to numerous potential buyers, increasing the likelihood of multiple offers and the best final price.
As previously stated, we recommend using a business broker to help with this process as they will qualify all prospective buyers and ensure they are the right fit for your business. They will review ownership, look at the available funds to invest, the sources of financing, and any judgments or bankruptcies filed. They will also ensure that important information isn’t leaked to competitors, suppliers, employees, or customers prior to concluding the sale. If this information was to get out then it could impact the deal substantially and possibly the company’s competitive advantage, management structure, profitability and much more.
Do I need a business broker?
Whilst you can sell your business on your own, having a business broker to guide you through the sale makes much more sense from a business perspective. By using a broker, you will be in a much better position to achieve the highest price for your business and will save yourself time and effort.
Some advocates suggest you can avoid paying thousands in broker fees by completing the sale yourself. Whilst this is not impossible, the time demands of dealing with prospective buyers, negotiating a sale, managing all of the third party solicitors, banks and landlord for example is time consuming. Your time is better spent running your business well, not filtering enquiries from prospective buyers and chasing solicitors.
It is important to choose your business broker wisely however. Look at their previous experience and decipher whether they are true experts in their field or not.
Transitioning out of your business can sometimes become messy. One of the best reasons to use a broker is because they can remove stress from the equation, allowing you to exit your business smoothly.
Some business owners may initially be reluctant to use business brokers as they aren’t willing to pay the broker fee. What these owners don’t realise is the value that they will receive from the broker fee and the potential added sales value.
Not only will they receive expert advice from a team of business selling professionals, but they will also result in a better deal than they would have gotten on their own. Business owners will gain much more when they choose a broker to help them with the valuation, marketing and selling to prospective buyers.
When selling a business, there are many benefits that a professional business broker will help you achieve. They will be able to represent you during the sales process and liaise with their network of active buyers, meaning you can find the right buyer for your business and lead you to a sale.
The sales process is one of the most important stages where business brokers can come in handy. They will support you with many aspects of the sale from buyer registration forms, non-disclosure agreements to agreeing the heads of terms, draft sale agreements and the due diligence process. Acting as a buffer between the seller and the buyer, a reputable and reliable broker will make sure:
- That you are able to continue running the business efficiently during the selling process so that the value is not decreased
- They will manage the entire process from the beginning to achieve a successful sale for all parties involved
- Financial analysis and valuation is performed to a quality standard along with a deal structure that is best for you
- An unbiased approach to selling your business, this can sometimes be challenging for business owners that have an emotional attachment to their business. An objective approach is always a smart one.
To summarise, business brokers will bring a wealth of experience and expertise to guide you along the business sale processes. Who wouldn’t want to be provided with valuable advice and wisdom at every step of the way to ensure you match your business to the right buyer, gain maximum exposure and secure the best value from the sale of your business.
Benefits of using a business broker
Here at Hilton Smythe we are dedicated to helping people sell their business for the money they deserve, in an easy and stress free way.
So if the above wasn’t enough reason to use a business broker, here’s some top reasons as to why using a Hilton Smythe could be the correct decision for you.
Business brokers pay to advertise businesses on certain sites. For example, Hilton Smythe advertises on a variety of sites including Daltons, BusinessesForSale and our own website to name a few. That said, can you afford to advertise on these sites yourself? If the answer is no, hiring a business broker is a good option to keep costs limited and proportionate to the sale.
Valuing your business
Deciding on a price for your business is crucial to the sale. Too high and you’ll have no one seriously interested, however, it’s really important that you get the price you deserve, after all, you’ve built up the business and you deserve to be paid for all your hard work. Being on the market with a business broker makes sure you can get a reasonable price for your business to be marketed at.
Reaching out to potential buyers
At Hilton Smythe we have a matching system, which means we can match our businesses to all the potential buyers on our system, so we are more likely to be able to find a potential buyer suitable for your business.
Unfortunately, we frequently come across some time wasters. However, with that said as we are aware of some people who aren’t serious about buying a business, we can provide you with the people who are seriously looking for a business to buy. This means you can get on with running your business while we gather interested buyers for you.
Closing a Deal
Closing a deal is an exciting time when you’re selling your business, so why not make sure it goes successfully? As a leading business broker, we have years of experience when it comes to closing a deal, which means you can sit back while we do the hard work making sure everything goes well.
Negotiating the sale of a business?
If you think you have lined up the perfect buyer for your business then it only means one thing: let the negotiations begin. Business sales can be complicated transactions so it’s important that you get the basics right and then fine-tune your approach from there. To a business owner, selling a business can be emotionally challenging but also incredibly rewarding. This gives more reason for you to know what you’re doing and make sure you go about it in the correct way. Below, we are going to lay out five key tips to negotiate like a pro.
Before negotiations begin, it is always a good idea to seek advice from a strong team of advisors. This could be a business broker or simply a financial expert. The sales process runs much more efficiently when there are experienced minds guiding the way. You will most likely need advice on legalities, tax and financing, so speaking to a business broker is a great way to enhance your own understanding.
Many business owners will only sell a company once, whereas others may have quite the track record. One thing is for certain though, the majority of owners will not have the experience or understanding of the experts. If you want to walk away with the best deal for your business then get in touch with a business broker!
Prior to entering negotiations, try to gain an understanding of the person you are negotiating with and what their intentions are. Doing some research on your buyer is highly effective as it gives you more information to work with and allows you to propose an offer that they can’t refuse.
Not only should you research the buyer, their business (if they have one) and their motivations, you should also have information about relevant market activity, comparable sales and conduct due diligence. The more research you can do then the more likely you will come across as confident, knowledgeable and trustworthy.
When entering negotiations, you have to be willing to compromise to a certain degree. If not, then you may be disappointed when things don’t turn out exactly the way that you wanted them to. In fact, being inflexible may actually lead you to lose a sale, so it’s important to have several figures that you would be happy with.
In regards to a sales price, having three possible options in your head is always a good idea. For example, option 1 is the price you would be happy with, option 2 is the price you would be willing to compromise for and option 3 is where you would walk away from the deal.
4. Careful Honesty
Being honest with your buyer will be a major factor in whether they trust to buy from you or not. If you can be genuine and honest with them then they will feel assured that your business is worth what you say it is.
However, this doesn’t mean give your buyer as much information as possible and bombard them with every detail of your company. It means exercising some control over how much information you give away but in a transparent and respectable manner. Giving away too much information may lead you with less leverage meaning that the buyer then has the upper hand over you. During negotiations, it’s crucial to maintain respect on both sides. How you present yourself and your offer is imperative to the sale.
5. Be Confident
Closing the business sale
The finish line is almost in sight. The closing stage is arguably the most important part of the whole sales process, so no pressure!
Before you give away prize possession to a buyer, they will want assurance that they are getting what you have promised them. This is where due diligence comes in. It is very common that business sales fall apart at the due diligence stage. This is normally because the seller has failed to maintain buyer confidence and undisclosed problems have come to light. To avoid this problem, you can provide your buyer with complete disclosure.
This entails asking your potential buyer for a list of documents or aspects of the business that they would like to look at. By doing this, the buyer doesn’t get met with any nasty surprises down the line and full transparency is maintained.
A buyer will usually want to look at three main aspects of your business: Financial, Legal and Commercial. To ensure this process runs smoothly, having a business broker to provide you with the support and guidance is extremely beneficial. Be prepared to receive a request from your buyer to gain access to Accounts, Legal and Tax Compliance, Intellectual Property Protection, Historic and Projected Financial Performance and much more.
Due diligence may involve the inspection of physical assets or paperwork so be prepared to provide your buyer with these. You should start the due diligence process when you have agreed a price and terms with the buyer, it’s usually carried out alongside the preparation of the legal paperwork needed to close the sale.
How to hand over your business to new owners
After locating the right buyer and agreeing on a final price, it might seem like the hard part is over – but there are several more details which need finessing before you can move on and start afresh. Here is a handy checklist of what to complete when it’s time to hand over your business to new owners so that you don’t forget anything in the confusion and chaos of the moment.
- Staff information
It’s important to pass on a detailed list of all employees of the company, with a full name, email address, role within the business, salary, bonus, contract length and any other salient information.
Ideally, your Customer Relationship Management (CRM) system will be up-to-date and easy to access, containing all of the relevant information on your current customer base, including names, contact information and purchase history.
Whether it be suppliers or service providers, it’s essential to provide a comprehensive list of every business partner your company works with, as well as information on the services or products they provide, the prices involved, the length of the contract and how to reach them.
All outstanding invoices and balances with both customers and partners must be passed on to the new owners so that they have a clear overview of the company’s finances at the time of acquisition.
- Security measures
All passwords, codes, keycards, alarm systems and other forms of safeguarding both the physical premises and the intellectual property of the data on your company’s systems must be communicated to the incoming owners, as well as instructions on how to go about changing those protocols.
A complete inventory of all of the company’s assets, including both hardware and software, should be provided to the new owners. Receipts for all of those assets are also necessary.
- Process breakdown
Although not strictly essential, the new owners will greatly appreciate the effort on your part if you are able to give them a thorough breakdown of all processes undertaken by employees on a day-to-day basis at your business. This will allow them to get a grip on the running of the company and facilitate any changes they may wish to make and will minimise the chance of them disturbing you with bothersome questions after the sale.
Finalising the sale of the business
As the due diligence stage thankfully comes to a close, now is the time to finalise the sale of your business, at last!
Now you can outline the terms of the sale based on what was previously agreed with the buyer. You will also need to be aware of the possible future liabilities, indemnities and warranties that you are taking on as part of the agreement. It’s always useful to be prepared for buyers to lower the initial offering price if they feel they aren’t happy with something that was uncovered during the due diligence process.
A professional business broker is indispensable to the sale process. Make sure you choose a credible broker who can represent you fully – protecting your interests and helping you capitalise on opportunities. The invaluable advice business brokers can give will prove their worth and assist you in getting the deal finalised. There will likely be a compromise on the deal from both parties but hopefully it is still a mutually beneficial one. A dialogue with all parties should be maintained so that the final agreement is universally accepted and there are no hidden surprises from either side.
Once both parties have reached an agreeable price, the buyer can then sign a binding contract of sale. Congratulations! You’ve just sold your business.
Selling a business can be a long process with lots of planning but the reward at the end makes it all worth it!
Thinking of selling or buying a business, of any size, or industry? Get in touch with us today…