Selling A Business

Business brokers facilitate the successful sale of businesses by helping determine the price of the business, helping to structure terms that will be acceptable to both the seller and to the buyer and finally, coordinating the sales process until the transaction is successfully closed.

In addition to helping the seller fairly value the business, structure the transaction and find the right Buyer, Beltway also acts as a “project manager.” Beltway coordinates the sale process with a seller’s other professional advisers, lenders and other relevant parties, works with the seller to obtaining financing and plans for an orderly, profitable change in ownership.

Inevitably in a first meeting a prospective seller will ask Beltway what we think their business will sell for. However, before Beltway can arrive at a price or a range of suggested prices for the business a review of the businesses’ financial information will be necessary. Most sellers have some idea about what they feel their business should sell for and this is certainly taken into consideration. However, Beltway is familiar with market considerations and by reviewing the financial records of the business we can make a recommendation of what we feel the market will dictate. A range is normally set with a low and a high price. The more cash demanded by the seller, the lower the selling price; the smaller the cash requirements of the seller, the higher the price.

It generally takes, on average, between three and four months to sell most businesses. Some types of businesses will take longer to sell, while others will sell in a shorter period of time. It is important that the business be priced properly right from the start. Some sellers, operating under the premise that they can always come down in price, purposely overprice their businesses. This theory often backfires, because buyers often will refuse to look at an overpriced business. Almost all businesses are salable if the price is fair and the terms structured properly.

Experience has shown that the down payment is a key ingredient affecting how quickly a business sells. A lower down payment generally results in a shorter time to a successful sale. A reasonable down payment also tells a potential buyer that the seller has confidence in the business’s ability to make the payments.

When a buyer is sufficiently interested in a business, we help the potential buyer in the preparation of an offer or proposal. This offer, proposal or letter of intent may have one or more contingencies. Usually contingencies concern detailed reviews of financial records and may also include a review of lease arrangements, franchise agreement (if applicable) or other pertinent business details. The buyers’ proposal will then be presented to the seller for his or her consideration. The seller may either accept the terms of the offer or make a counter-proposal. Sellers should understand however, that if the buyer’s proposal is not accepted the buyer could withdraw the proposal at anytime.

It is important for sellers to look at each offer carefully. At first glance sellers may not be pleased with a particular offer. However, offers may be lacking in some areas but may have counterbalancing advantages in other areas that warrant serious evaluation. There is an old adage that “the first offer is generally the best offer.” This does not mean that all first offers should be accepted but it does mean that all offers should be carefully evaluated.

When a seller and buyer come to an agreement, Beltway works with both parties to satisfy and remove contingencies in the offer. It is important that sellers cooperate fully in this process. Most important for a seller is that they do not do anything that might lead the buyer to believe that some aspect of the business is being hidden. The buyer may bring in outside advisors to help evaluate the business and an advisor’s reasonable request warrants a timely response.

When all contingencies have been cleared final papers will be drawn and signed. Once the closing has been completed, money will be distributed and the new owner will take possession of the business. As your business broker, Beltway will work with you throughout the entire sales process.

First and foremost consider the sale of a business like the sale of a home: fix up, clean up, paint as appropriate, and make sure everything is in good working order. This is very basic but many sellers overlook or give little attention to this very important first step. “You get only one chance to make a good first impression.”

Sellers must take time to cooperate fully with Beltway and with any other professionals involved in the process. A buyer will want up-to-date financial information and sellers must work with their accountants to make current information available. Also, if an attorney is involved make sure the attorney is familiar with the closing process for a business in the appropriate state. If the seller and buyer want to close the sale quickly, usually within a few weeks, the attorneys must be prepared to meet the schedule. The failure to close on schedule may permit the buyer to make changes in the original proposal.

And, finally, a seller’s team of advisors must all be working towards the common goal of selling the business for the best price and terms available in the marketplace, and closing the sale as quickly as possible. As your business broker Beltway is on your side every step of the way.

Perhaps a better question is “how much of the purchase will a seller finance?” Almost all sellers finance a portion of the transaction. If a seller is unwilling to help with the financing there will almost always be a longer sales process and lower price. On the positive side however, sellers only have offer short term financing—generally five to seven years. The loan will be amortized over a longer payment schedule, perhaps 15 to 20 years, so there will be a “balloon” principal payment to the seller at the end of the term. But 5 to 7 years after the sale the new owner should be well established and in a better position to obtain his or her own financing.