Selling a company will not happen overnight. While a quick closing does happen for some, there are plenty of successful businesses out there that take months or years to sell. Understanding how to best prepare for the sale of your business can help you avoid mistakes and remain patient.
An important aspect of selling your business is to be flexible. So many factors are involved with selling a business, and therefore, lots of issues can come up. Being flexible means being able to work through these issues with buyers to avoid sabotaging your deal.
A good Business Broker will tell you that your price needs to be negotiable. Remain willing to accept a lower offer if the reasons behind it are valid. These factors range from lack of systems, quality of management, and limited geographical distribution, to an overreliance on a handful of customers or key clients.
Three things most business owners want when selling their business are confidentiality, the right price, and a quick turnaround. Attaining all three of these is a fairly difficult task. You might have to sacrifice price for quick turnaround, or quick turnaround for price.
Selling a business takes time. You have got to find the right person, at the right time, with the right capital. Set realistic expectations around how long it is going to take to sell the business. The fact is that stressed out owners are far more likely to make mistakes.
Remember that old saying, “You win some, you lose some.” There will be points of contention in the selling of your business. You will lose some battles and win others, but however it plays out, it’s important to remember that a good deal (not a perfect deal) is better than no deal. Do not) lose sight of what you want to achieve: a new venture with your business sold!
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When you are buying or selling a business, you might very well end up making a deal with someone from another generation. Therefore, it only makes sense to take the time to understand that individual’s background and how that might cause behavioral differences. It is important to understand and reflect upon where many of them are coming from and the collective experiences and trends that shaped their identities and perspectives. At the same time, you can identify your own biases, strengths and weaknesses that may be caused by your own upbringing.
The strategies in this article originated from Chuck Underwood who is considered a leading expert in the diversity of communication styles between generations. He is the author of a major book on the subject as well as host of the long-running “America’s Generations with Chuck Underwood” on PBS.
Underwood’s perspective is that people of each generation were molded by their unique formative years. The decisions that buyers and sellers make will be impacted by their generation. Mostly likely, the buyers or sellers you will be coming into contact with will be either Baby Boomers, Generation Xers and Millennials.
Working with Baby Boomers
Baby Boomers (those born between 1946 and 1964) are a major force in the business world. While they often possess a patriotic passion to improve the country, they were also witness to a time of great change via many movements including the civil rights and women’s movement.
When you’re dealing with Baby Boomers, it is important to remember that they will want to build relationships and get to know you. Common courtesy is very important to Baby Boomers. That means they’ll expect you to show up on time and turn your phone off during meetings.
You’ll want to keep in mind that older Baby Boomers may be experiencing hearing and eyesight loss. As a result, you’ll want to keep your type and font size larger, and make text easy to read.
When you’re working with your clients, it only makes sense to pay attention to the generation during which they were raised and adapt your approach accordingly. Understanding generational differences will help you get a leg up on the competition while at the same time helping your clients achieve their goals.
What is Generation X?
Generation X (or Gen X) had a wildly different formative experience than the Baby Boomers. Generation X is generally defined as being born from 1965 to 1980. This generation spent its formative years from the 1970’s through the 1990’s. In stark contrast the relatively more pleasant and optimistic childhoods of the Baby Boomers, Gen X had a rougher ride.
America became more mobile during the time period during which Generation Xers grew up. As a result, many children were uprooted and separated from their friends, family and hometown roots. Growing up, these individuals witnessed a variety of scandals ranging from political and religious figures to sports figures. Gen Xers witnessed the systematic dismantling of the American middle class and with it a general lowering of quality of life, opportunities and confidence in corporations. In the end, Gen X was quite literally left home alone and lived as “latch key kids.” It is no wonder that this neglected generation has some issues.
Individuals growing up during this time learned early on that they had to be ready to fend for themselves. Since Gen Xers have been met with consistent and systematic disappointment and even wide scale institutional betrayal, this generation, on average, is more distrustful of organizations.
Gen Xers are self-reliant and independent and one of their core values is survival of the fittest. In his view, Gen Xers are self-focused, individualistic and want everyone to skip the nonsense and get to the point. They have no real interest in getting to know you or playing a round of golf.
Working with Millennials
Millennials spent their formative years in the 1980s and early 90s. They are a very optimistic and tech savvy generation. They are also the most classroom educated generation in history.
It is also very important to note that Millennials are the most adult supervised generation in history. So-called “helicopter parents” who work to protect their children from setbacks are the norm. Employers find that Millennials are entering adulthood, but are still relying upon their parents to help them make decisions and even career choices.
Where Gen Xers are distrustful of the “wisdom of their elders,” Millennials actively seek out such advice. Likewise, Millennials tend to volunteer a good deal and look for ways to solve the world’s largest problems.
You will find that Millennials will enjoy building a relationship with you. Keep in mind these individuals tend to be quite socially conscious and they may very well expect you to agree with their views. Additionally, there is a chance that they will have their parents involved in their business dealings.
Keep in mind that the de facto tech addiction, or at the very least acute overreliance on technology, has led to issues with Millennials’ soft skills. They can often lack the ability to read another person’s body language and adjust accordingly.
In the end, regardless of what generation you are working with, it is important that you continually adapt. This will greatly increase the odds of cementing a successful deal.
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These 9 Steps Will Save Franchise Owners Tens Of Thousands Of Dollars
By leveraging the power of technology and automation, industry forms, and online advertising, there has never been an easier time for business owners to value, market, and sell their franchise business ‘on their own, but not by themselves’. In addition, by using these tips, they can save the large commissions (often 10% of the selling price) charged by full-service business brokers. Follow these steps to learn how to sell a franchise business.
Preparation For Sale
Prior-Proper-Planning-Prevents-Poor-Performance! If time is on your side, the best things that you can do to prepare for the selling process is as follows: 1) As the owner, don’t be the secret sauce. 2) Raise up other managers. 3) Cross-train. 4) Focus on branding. 5) Put systems and redundancies in place. 6) Clean up your books. 7) Normalize all wages to market value. 8) Stop paying for personal or one-time expenses through the business.
Determine Business Value
Next you’ll need to determine the fair market value of your business. There are many levels of valuation reports ranging from hundreds to thousands of dollars. In most cases, a Summary Opinion Of Value & Key Indicator Report is enough.
Create A Business Profile For Buyers
Once you are comfortable with the established value range and have decided on a ‘go to market’ asking price, you’ll need to create a 1-5 page Business Profile, which you will provide to qualified buyers. Sometimes called an offering memorandum, or Confidential Information Memorandum (CIM), the Business Profile should include a business description, history of the business, information about the franchise concept, why you are selling, financial summary, and more. Sometimes business profiles also include video interviews and tours.
Another crucial step in learning how to sell a franchise business is advertising your business for sale on some or all of the major business for sale search portals including BizBuySell.com, BusinessBroker.net, BusinessesForSale.com, BizQuest.com, LoopNet.com, DealStream.com (formerly MergerNetwork), GlobalBX.com, Axial.net, and more depending on industry, size, location, etc. To remain confidential, you will need to sell “the sizzle” but not “the steak”. Ads must be created in a way where the reader will get excited enough to ask for more info, but cannot know exactly what business it is without inquiring further.
As each buyer responds to your ads, make sure that the buyer first signs a non-disclosure statement (NDA), and that that they have the skills and financial resources required to purchase your business. Once you have qualified the buyer, you will email them your Business Profile. You will continue to reach out to each buyer until they either agree to submitting an offer, or until they go away.
Offer / Counter Offer / Due Diligence
Leaning heavily on your primary business advisors (accountants, attorneys, financial planners, business brokers, etc.), you will work with the buyer to negotiate the letter of intent, counter-offer, and asset/stock purchase agreement.
Franchisor Disclosure and Discovery
As soon as possible. upon acceptance of an offer, you will want to make sure that the buyer has reached out to your Franchisor to start the franchise disclosure, discovery, and qualification process. There are a few deadlines that have to be met before the Franchisor can approve the buyer as a new franchisee. This includes the buyer receiving the Franchise Disclosure Document (FDD) and going to Discover Day. It is common to experience a delayed because this step wasn’t taken care of early on!
Business Loan Approval
Your buyer will almost always require some form of financing, whether it be a conventional loan, asset loan, SBA guaranteed loan, factoring, home-equity loan, or seller financing. The most common business loan by far is the 7(a) business acquisition loan through the Small Business Administration (SBA). The SBA lending process is long and difficult. Make sure that the buyer is working with one or more lenders (preferably 2-3) to get loan approval. This will take 60-90 days or more. Buyers should be working with lenders simultaneous to all other aspects of due diligence.
The closing process is different depending on your state. It is imperative that you work with a reputable business attorney and accountant to review (or create) all closing documents. You could also engage a business broker to guide you through this process. Depending on your state, the Closing will be facilitated by either a title & escrow company, the buyer or sellers’ attorney, or a third-party attorney that represents the ‘transaction’.
Prefer to work with a professional to sell a franchise business? Franchise Sellers was originally launched in 2005 to assist existing franchise owners with the multifaceted franchise resale process. They have used that experience to create and refine a 9 step ‘Franchise For Sale By Owner Toolkit”. Franchise Sellers can be found at www.franchisesellers.com or 800-499-4280.Read More
There is a potentially lucrative group of buyers that many sellers don’t initially think about. We are talking about foreign buyers. While there are some hurdles to working with these types of buyers, it is important to note that there are many huge advantages as well. Let’s take a closer look.
How Are Foreign Buyers Different?
At the top of the list of ways in which foreign buyers are different is that they are often seeking a visa. Another commonality among foreign buyers, one that will surprise many, is that they may want access to the U.S. educational system.
It is common for foreign buyers to want to buy a business so that they can get their children into a particular U.S. school district or college. Sometimes the desire to be eligible for state tuition also plays a role in the selection of a business and the decision-making process. In this sense, business location takes on a level of importance that it might not have for domestic buyers.
It is important to keep in mind that there are cultural and business differences that play a role with foreign buyers. Everything from a different use of business terminology to expectations can play a role. This could impact negotiations.
What About Visas and Immigration?
One of the most important things to remember is that foreign buyers are often navigating the complex world of visas and immigration. Whether or not a visa is issued can dramatically impact whether or not a deal ultimately takes place. This fact is often built into agreements. For example, a purchase condition may be conditional upon visa approval. Nonrefundable deposits may also play a role in the process.
What Do Foreign Buyers Really Want?
Foreign buyers have been impacted by the pandemic too. Yet, some factors remain unchanged. Not too surprisingly, they will want to see that a business is profitable. In this regard, you should be able to showcase profitability in a clear fashion. You can expect foreign buyers to want to see tax returns and all the typical documentation that you’d need to provide to any buyer.
A second factor that foreign buyers are interested in is longevity. If your business has successfully operated for decades, this will be a major advantage.
Ultimately, most of what domestic buyers are looking for in a business will translate over to what foreign buyers are seeking as well. With that stated, however, there are factors that are often unique to foreign buyers. As mentioned above, navigating the often-complex visa process can add a wrinkle to the entire process.
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The buyer-seller meeting is quite often a “make or break” meeting. Your business broker or M&A Advisor will do everything possible to ensure that this meeting goes as well as possible.
It is vitally important to realize that rarely is there an offer before buyers and sellers actually meet. The all-important offer usually comes directly after this all-important meeting. As a result, you want to ensure that meetings are as positive and productive as possible.
Buyers need to understand how the process of selling a business works and what is expected of them from the process. Buyers also need to understand that following their broker’s advice will increase the chances of a successful outcome.
Sellers should be ready to be honest and forthcoming during the meeting. They also want to be sure to not say or do anything that could come across as a strong-armed sales tactic.
Asking the Right Questions
If you are a buyer preparing to meet a business owner for the first time, you’ll want to make sure any questions you ask are appropriate and logical. It is important for buyers to place themselves in the shoes of the other party.
Buyers also shouldn’t show up to the buyer-seller meeting without having done their homework. So be sure to do a little planning ahead so that you are ready to go with good questions that show you understand the business.
Building a Positive Relationship
Buyers should, of course, plan to be polite and respectful. They should also be prepared to avoid discussing politics and religion, which often can be flashpoints for confrontation. When sellers don’t like prospective buyers, then the odds are good that they will also not place trust in them.
For most sellers, their business is a legacy. It quite often represents years, or even decades, of hard work. Needless to say, sellers value their businesses. Many will feel as though it reflects them personally, at least in some fashion. Buyers should keep these facts in mind when dealing with sellers. A failure to follow these guidelines could lead to ill will between buyers and sellers and negatively impact the chances of success.
Sellers Should Be Truthful
Sellers also have a significant role in the process. While it is true that sellers are trying to sell their business, they don’t want to come across as a salesperson. Instead, sellers should try to be as real and honest as possible.
Every business has some level of competition. With this in mind, sellers should not pretend that there is zero competition. A savvy buyer will be more than a little skeptical.
The key to a successful outcome is for business brokers and M&A Advisors to work with their buyers and sellers well in advance and make sure that they understand what is expected and how best to approach the buyer-seller meeting. With the right preparation, the odds of success will skyrocket.
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There is no doubt that the COVID-19 situation seems to change with each and every day. The disruption and chaos that the pandemic has injected into both daily life and business is obvious. Just as it is often difficult to keep track of the ebbs and flows of the pandemic, the same can be stated for keeping up to speed on the government’s response and what options exist to assist companies of all sizes.
In this article, we’ll turn our attention to an overlooked area of the government’s pandemic response and how businesses can use a whole new lending platform to navigate the choppy waters.
As the pandemic continues, you will want to be aware of the main street lending program, which is a whole new lending platform. It was designed for businesses that were financially sound prior to the pandemic. Authorized under the CARE Act, the main street lending program is quite attractive for an array of reasons. Let’s take a closer look at what makes this program almost too good to be true.
This lender delivered program is a commercial loan. Unlike the PPP, there is no forgivable component. However, the main street lending program does have one remarkable feature that will certainly grab the attention of all kinds of businesses. It can be used to refinance existing debt at a rate of around 3%. With that stated, it is also important to note that businesses cannot refinance existing debt with the current lender. Instead, a new lender must be found. Generally, loans are a minimum of a quarter million dollars and have a five-year term. In another piece of good news, there is a two-year payment deferment period.
The main street lending program can be used in a variety of ways. In short, the program is not simply for refinancing existing debt. Additionally, there is no penalty for prepayment. The way the program works is that lenders make the loans and then sell 95% of the loan value to the Fed. This of course means that the lender is only required to retain 5% of the loan on their balance sheet. The end result is that lenders can dramatically expand the amount of loans they can make.
Whether it is the PPP or a program like the main street lending program, there are solid options available to help you. Businesses looking to restructure debt or put an infusion of cash to good use may find that the main street lending program offers a very flexible loan with great interest rates.
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When contemplating the sale of a business, an important option to consider is seller financing. Many potential buyers don’t have the necessary capital or lender resources to pay cash. Even if they do, they are often reluctant to put such a hefty sum of cash into what, for them, is a new and untried venture.
Why the hesitation? The typical buyer feels that, if the business is really all that it’s “advertised” to be, it should pay for itself. Buyers often interpret the seller’s insistence on all cash as a lack of confidence–in the business, in the buyer’s chances to succeed, or both.
The buyer’s interpretation has some basis in fact. The primary reason sellers shy away from offering terms is their fear that the buyer will be unsuccessful. If the buyer should cease payments–for any reason–the seller would be forced either to take back the business or forfeit the balance of the note.
The seller who operates under the influence of this fear should take a hard look at the upside of seller financing. Statistics show that sellers receive a significantly higher purchase price if they decide to accept terms. On average, a seller who sells for all cash receives approximately 70 percent of the asking price. This adds up to approximately 16 percent difference on a business listed for $150,000, meaning that the seller who is willing to accept terms will receive approximately $24,000 more than the seller who is asking for all cash.
Even with these compelling reasons to accept terms, sellers may still be reluctant. Selling a business can be perceived as a once-in-a-lifetime opportunity to hit the cash jackpot. Therefore, it is important to note that seller financing has advantages that, in many instances, far outweigh the immediate satisfaction of cash-in-hand.
- Seller financing greatly increases the chances that the business will sell.
- The seller offering terms will command a much higher price.
- The interest on a seller-financed deal will add significantly to the actual selling price. (For example, a seller carry-back note at eight percent carried over nine years will double the amount carried. Over a nine-year period, $100,000 at eight percent will result in the seller receiving $200,000.)
- With interest rates currently the lowest in years, sellers can get a much higher rate from a buyer than they can get from any financial institution.
- The tax consequences of accepting terms can be much more advantageous than those of an all-cash sale.
- Financing the sale helps assure the success of both the sale and the business, since the buyer will perceive the offer of terms as a vote of confidence.
Obviously, there are no guarantees that the buyer will be successful in operating the business. However, it is well to note that, in most transactions, buyers are putting a substantial amount of personal cash on the line–in many cases, their entire capital. Although this investment doesn’t insure success, it does mean that the buyer will work hard to support such a commitment.
There are many ways to structure the seller-financed sale that make sense for both buyer and seller. Creative financing is an area where your business broker professional can be of help. He or she can recommend a variety of payment plans that, in many cases, can mean the difference between a successful transaction and one that is not. Serious sellers owe it to themselves to consider financing the sale. By lending a helping hand to buyers, they will, in most cases, be helping themselves as well.
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Sellers generally desire all-cash transactions; however, oftentimes partial seller financing is necessary in typical middle market company transactions. Furthermore, sellers who demand all-cash deals typically receive a lower purchase price than they would have if the deal were structured differently.
Although buyers may be able to pay all-cash at closing, they often want to structure a deal where the seller has left some portion of the price on the table, either in the form of a note or an earnout. Deferring some of the owner’s remuneration from the transaction will provide leverage in the event that the owner has misrepresented the business. An earnout is a mechanism to provide payment based on future performance. Acquirers like to suggest that, if the business is as it is represented, there should be no problem with this type of payout. The owner’s retort is that he or she knows the business is sound under his or her management but does not know whether the buyer will be as successful in operating the business.
Moreover, the owner has taken the business risk while owning the business; why would he or she continue to be at risk with someone else at the helm? Nevertheless, there are circumstances in which an earnout can be quite useful in recognizing full value and consummating a transaction. For example, suppose that a company had spent three years and vast sums developing a new product and had just launched the product at the time of a sale. A certain value could be arrived at for the current business, and an earnout could be structured to compensate the owner for the effort and expense of developing the new product if and when the sales of the new product materialize. Under this scenario, everyone wins.
The terms of the deal are extremely important to both parties involved in the transaction. Many times the buyers and sellers, and their advisors, are in agreement with all the terms of the transaction, except for the price. Although the variance on price may seem to be a “deal killer,” the price gap can often be resolved so that both parties can move forward to complete the transaction.
Listed below are some suggestions on how to bridge the price gap:
- If the real estate was originally included in the deal, the seller may choose to rent the premise to the acquirer rather than sell it outright. This will decrease the price of the transaction by the value of the real estate. The buyer might also choose to pay higher rent in order to decrease the “goodwill” portion of the sale. The seller may choose to retain the title to certain machinery and equipment and lease it back to the buyer.
- The purchaser can acquire less than 100% of the company initially and have the option to buy the remaining interest in the future. For example, a buyer could purchase 70% of the seller’s stock with an option to acquire an additional 10% a year for three years based on a predetermined formula. The seller will enjoy 30% of the profits plus a multiple of the earnings at the end of the period. The buyer will be able to complete the transaction in a two-step process, making the purchase easier to accomplish. The seller may also have a “put” which will force the buyer to purchase the remaining 30% at some future date.
- A subsidiary can be created for the fastest growing portion of the business being acquired. The buyer and seller can then share 50/50 in the part of the business that was “spun-off” until the original transaction is paid off.
- A royalty can be structured based on revenue, gross margins, EBIT, or EBITDA. This is usually easier to structure than an earnout.
- Certain assets, such as automobiles or non-business-related real estate, can be carved out of the sale to reduce the actual purchase price.
Although the above suggestions will not solve all of the pricing gap problems, they may lead the participants in the necessary direction to resolve them. The ability to structure successful transactions that satisfy both buyer and seller requires an immense amount of time, skill, experience, and most of all – imagination.
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Historians have long known the historical relevance and impact of epidemics and pandemics. Despite our various technological advances and the complexity of our society, disease can instantly change the course of history. Not having a robust global system for dealing with disease and pandemics comes with a hefty price tag. In the case of the COVID-19 economic crisis, the price tag will no doubt be in the trillions.
You can’t control what has happened, but you can focus on what to do when the pandemic is over and life begins to slowly return to normal. In his recent article, “How to Hit the Ground Running After the Pandemic,” author Geoffrey James explores what businesses need to do to jumpstart their operations once the pandemic is in the history books.
James wants his readers to understand that the pandemic will end and that business owners need to be ready to charge back in when the pandemic is over and the economy rebounds. As James points out, if history is any indicator, the economy will eventually rebound.
Almost everything about this economic downturn is unique. Take, for example, the fact that the U.S. has just seen its largest-ever economic expansion. The gears and wheels of the economy were spinning along quite quickly before the pandemic hit. This could help restart the economy faster than in past severe economic downturns. In short, many experts feel that this particular economic downturn could be short, but of course, this is speculation. There is no way to know for sure until COVID-19 is in the rearview mirror.
James correctly asserts that businesses need to put together a plan for how they will get up and running as soon as the pandemic is over. His recommendation is to divide your plan and thinking into four distinct categories: Facilities, Personnel, Manufacturing, and Marketing.
Each of these categories has three key questions that business owners should be asking themselves so that their businesses are ready to hit the ground running when COVID-19 is over. Below are a few of the key questions James recommends asking.
- How can we create the most sanitary and disease-free workplace possible?
- Which employees will continue to work from home?
- When there’s a spike in demand, how will we ramp-up?
- What will be our “We’re Back!” marketing message?
The pandemic caught everyone except the experts off guard. Moving forward, business leaders, think tanks, and politicians alike need to work to develop and implement robust plans to minimize the damage caused by pandemics. Humanity, and business, has been “lucky” several times in recent years, as we dodged bullets ranging from Ebola to SARS.
As James points out in his article, “Failing to plan is planning to fail.” Businesses need to plan for the recovery and they need to plan for another pandemic because another one is quite possible especially if better planning and decision making are not firmly entrenched in place.
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Clearly, some industries are taking a bigger hit from COVID-19 than others. Any industry that requires a great deal of interaction with the public, or where people gather in large groups, are obviously having very tough times. Movie theaters and restaurants, for example, have essentially gone dark. Some restaurants are easing the bloodletting a bit by providing delivery, but in the vast majority of cases, revenue pales in comparison to what it was prior to the pandemic.
While there is no doubt that the hospitality industry is suffering right now, business owners should understand that there are concrete steps they can take now to improve their odds of surviving the pandemic. In this article, we’ll explore a few of these key ideas.
One of the areas every decision maker and business owner in the hospitality industry should be thinking about right now is staff. During a recent industry roundtable discussion, John Howe, chairman of the International Association of Business Intermediaries, pointed out that staffing problems will continue long after the pandemic has paused or is over. He believes that hospitality businesses will have a tough time getting the staff they need, especially in the short run.
His key piece of advice is to work to have a line on people for key positions. This will allow you to at least get back up and running with basic operations. While it may be a while before hospitality businesses are at “full steam,” it is critical that they are able to open up in some fashion, as this will translate into much needed revenue. Hospitality businesses looking to survive the pandemic should focus on making certain that key positions have been filled. In this way, the post-pandemic relaunch can be as smooth as possible.
Founder and President of Cornerstone Business Services, Scott Bushkie, explained that there are a lot of hospitality industry people out of work right now, and this represents a real opportunity. Now, is the perfect time to potentially upgrade staff. There are plenty of experienced and proven hospitality people looking for positions. The new people you bring may come with extra benefits such as bringing their customers, suppliers, and other relationships with them. For those in the hospitality industry who may have always wanted to upgrade their team, now is perhaps the best time in history to do so.
Employees are a foundational element of your business. Improving your staff means you’ve improved your business and boosted your odds of survival. Bringing in new team members can help you prepare for the post-pandemic business environment. It also offers up the potential for you to upgrade an important element within your business.
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