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business sale

So, you’re ready to sell your business — unfortunately, the process isn’t as simple as putting up a “For Sale” sign in a window and shaking the buyer’s hand.

Waldron Private Wealth’s advisors have decades of experience assisting clients through this and other steps in the business ownership journey. That includes developing comprehensive resources to aid owners in processes such as valuation coordination, entity ownership structuring, business succession planning, pre- and post-transaction planning for selling a business and buy/sell agreements. They are also equipped to guide you through the emotional hurdles that one will face when transitioning away from business ownership to liquid asset management.

Indeed, selling a business can be complex. As with our philosophy to wealth management, however, we’re here to simplify matters for clients. Read on for an introductory guide to selling your business.

Things to Consider Before Selling

Before you begin the sales process, there are key factors to consider that ensure you’re representing your company accurately and effectively, as well as attracting the right kinds of buyers. Ask yourself and determine:

  • Why you want to sell
  • What a potential buyer in your market is looking for
  • What type of buyer (strategic or financial) fits your desired outcome
  • What your business’ strengths and weaknesses appear to be from an objective lens
  • The valuation of your business (this can be estimated by looking at the sale prices of similar companies in your industry)
  • The entirety of your holdings and how they should influence the type of agreement drawn up in the sale
  • Whether you’re planning to sell the business entity along with all its assets and liabilities, or the business assets by themselves
  • Whether you’ll be hiring a broker to sell your business for you

The 4 Sale Stages

There are four main stages in selling a business — preparation, negotiation, inspection and documentation. These stages look different for everyone depending on the type of business and how it’s being sold, but there are some key factors that every business owner should understand when moving through each of them.

  • Preparation: Taking the necessary steps ahead of a sale can be overwhelming, but if you stay organized from the beginning and utilize all the tools at your disposal, you will be in a much better place when it comes time to negotiate and interact with potential buyers. To best prepare for a sale, first decide exactly what you’re selling and how much money you’re willing to accept for it. Then, you can focus on cleaning up your business’ presentation, so it attracts the attention of potential buyers.
  • Negotiation: Now it’s on to financial matters. The next stage involves listing the purchase price, terms of finance, and representation and warranties, in addition to developing a new lease or subleasing arrangement with potential buyers. Once you’ve negotiated all these terms with a buyer, you will sign a letter of intent, which will inform the development of your final purchase agreement.
  • Inspection: This is a particularly important stage for both the buyer and seller, as it gives the potential buyer an opportunity to look at company books, financial records, material contracts, accounts receivable reports, valuation reports and any other records relevant to understanding the business’s financial status and history. Potential buyers may also contact the company’s business partners to better determine the reputation and authenticity of the company.
  • Documentation: In this final stage, sellers are responsible for developing a purchase agreement which details the buyer and seller information, including whether it’s a sale of business assets or entities, the price and payment method, actions prior to closing, representations of both the buyer and seller, any future covenants against business competition, provisions for seller financing, legal provisions and other evidence of relevant sale documents. Having a team with appropriate legal and tax representation is foundational when approaching a business sale.

Sale Strategies

When moving through each of the sale stages, remember these strategies and best practices to ensure the sale is completed as smoothly and successfully as possible:

  • Take all necessary steps to make your business more attractive to prospective buyers (increasing profits and maintaining a strong customer base)
  • Weigh the post-transaction risks (variables of representations and warranties, indemnifications, escrow amounts, etc.)
  • Clearly document the terms of the sale
  • Hold your buyers to the agreements you have set in writing
  • Monitor the timing of disbursements and the use of escrow, as it can significantly impact exposure to state and federal taxes during the sale process

As you can see, selling a business presents obstacles and uncertainties for business owners. However, by remaining proactive and staying informed about your market, prospective buyers and the actions required in each stage of the sale, you’ll be able to complete a successful transaction — all while operating with the best interests of yourself, your customers, your employees and prospective buyers in mind.

Visit our Business Owner Advisory Services page to learn more about services we offer clients who are selling their businesses.

INTERESTED IN LEARNING MORE ABOUT HOW WE CAN HELP? REACH OUT TO SPEAK WITH ONE OF OUR EXPERTS.

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Joseph Palmieri, CFA

Director - Investments

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