There are 15 Steps in the Business Sales Process. An experienced business broker will guide you through each step of the process of selling your business.
1. CONFIDENTIAL CONSULTATION
The first step in the business sales process is considering the possibility of selling your business. For a Confidential Consultation, you don’t necessarily need to have finalised the decision to sell. It’s a conversation where we can find out more about your business and give you an approximate figure on a potential market sale price. Then you can decide whether to have a more in-depth discussion and potentially set up a meeting. During our initial conversation we will ask you questions such as:
- What type of business do you own?
- Who are your customers?
- Do you have contracts with your customers?
- How many employees do you have?
- What is your role in the business/ how involved are you in the day to day business operations?
- What is your annual revenue?
- What is the net profit of the business?
- How much do you pay yourself from the business?
- Is your business declining, in growth or stable?
- Is there any particular reason why you are considering selling at this time?
- Do you have any customers that make up more than 20% of your revenue?
2. REVIEW THE FINANCIAL INFORMATION
Before you release your financial information to us, we can sign a confidentiality agreement if you require us to (regardless of this we always keep your information confidential as a matter of course).
Then we’ll request the last three years of financial statements and a current year to date profit and loss statement. We’ll also want to understand what your total owner’s income is including your salary, benefits, and perks such as owner motor vehicles.
We will take a look at the trends in your business and ask you some more questions about the business to get a full picture of the growth opportunities for the business. Other items include the approximate value of the assets of your business, including inventory, equipment, and so on. Some businesses may require a specialist Plant & Equipment valuation to enable a market sale price of the overall business to be estimated (for example, an fixed assets-heavy business such as a road freight business with a large fleet).
3. PROVIDE YOU WITH A POTENTIAL ASKING PRICE
In addition to the financial information, we want to get a good understanding of your business. We’ll want to know how you compare to your competitors, what’s unique about your business and what are the growth opportunities. This information will be used along with your financial information to compare your business to what other similar businesses have sold for. This will allow us to give you a possible asking price for the business.
We’ll get your feedback and see if our price estimate is in line with what you are willing to sell the business for. Every business is unique, but buyers will compare your business to other similar businesses to decide how much to offer you for the business, so we need to be within a range of buyer’s expectations.
At this point, you can decide whether to move forward or not. We’ll also tell you if we don’t think we can meet your needs. Bespoke Business Brokers only gets paid if we sell your business, so it’s essential for us to feel confident that your pricing expectations provide us with a reasonable chance of succeeding in selling your business. If you decide to move forward and you have signed our engagement agreement, then we’ll move on to the next step of the Business Sales Process.
4. CREATE INFORMATION MEMORANDUM & ADVERTISING CONTENT
Once you have formally engaged us, we will provide you with an Information Memorandum Checklist and you will provide some further information so we can work on the key selling documents. Once we have enough information to start working on the initial marketing documents we will prepare drafts for your review and approval, which include:
- Information Memorandum: This is a comprehensive overview of the business, including financial information, business history, business assets, industry data, and more. It is designed to provide a comprehensive understanding of the business to a potential buyer, but does not contain your intellectual property or any highly sensitive information. The Information Memorandum is only provided to potential buyers once they have completed a Confidentiality Agreement. You as the business owner will review and approve the Information Memorandum before it is finalised.
- Online Advertising: The online advertising does not identify your business name or specific location. It provides a generalised snapshot of your business sufficient to generate interest from an enquirer who will then contact us to discuss further and complete a Confidentiality Agreement. We use that first contact to begin learning more about that potential buyer. You will check and approve the online advertising.
- Trade Buyer Targeting Materials: We will for most campaigns (where relevant) design trade buyer targeting materials (such as letters and other methods) to make approaches to businesses in your wider industry to determine potential interest in acquiring your business. Before we make such approaches, you will check and approve the list of target businesses to ensure you have the opportunity to remove any you prefer not to be approached.
We will use our expertise to create the above materials, but we’ll certainly need your assistance in providing us with information. We welcome your opinion and suggestions. After all, it’s your business, and no one knows it better. We’ll need enough information to present the business in a favorable light designed to get people interested while also providing a realistic picture of the business.
5. ADVERTISE & MARKET YOUR BUSINESS
Bespoke Business Brokers will advertise and market your business in several ways and in many places. We advertise on Seek for Business, Business View, Businesses for Sale.com, Businesses for Sale.com.au, Google, Anybusiness.com.au, Bsale, Bespokebb.com.au, and more. In addition to advertising, we have a buyer database of buyers that we will contact, who have enquired about businesses similar to yours in the past and are still in the market.
Bespoke Business Brokers specializes in selling companies in Freight and Transport, Manufacturing, 3PL, Storage, Warehousing, Construction, Manufacturing, Technology, Healthcare, Distribution, Engineering, Services, and Trades. In all of these categories, we have numerous buyers that we’ll contact that include private buyers (people who either own a similar business, have owned one in the past, or are seeking to buy their own business), public and private companies, boutique Australian-based private equity groups, and wealthy entrepreneurs that are interested in buying businesses in these industries.
We have companies in every one of these industries that are expanding by acquiring businesses in these industries as well as related businesses that they can leverage to grow their business. Often they can take the products or services that you have and bring them to a broader market with their sales and distribution network.
The boutique private equity groups usually look to combine one or more synergistic businesses in these industries to leverage the strengths of the multiple businesses that they acquire. Private buyers will seek to acquire companies that they can grow by leveraging their skills, experience, and network of contacts.
6. BUYERS ARE CONTACTED AND SIGN CONFIDENTIALITY AGREEMENTS
From our advertising and marketing, we always have a number of interested potential buyers in the industries that we specialize in. Before we provide details, they’ll sign a confidentiality agreement and provide us with information on their qualifications. We’ll start to narrow down which buyers are qualified and interested so that we can provide details.
7. PROVIDE DETAILS TO POTENTIAL BUYERS
Typically we’ll need to have many potential buyers that we are in contact with before we find ones that are the right fit to acquire your business. They need to have the right skills, motivation, and want to acquire your specific business. Once they have the details on your particular location, products, or services, they may or may not be a fit to go to the next step in the process of selling your Business.
8. INITIAL Q & A WITH BUYERS
If there is initial interest from a qualified buyer, we will then discuss the business with them and answer any questions that we can for them. We’ll also get a feel for their timeframe and motivation as well as a greater understanding of why they are interested in your business specifically. When we have one that is a good fit, we’ll contact you.
9. INTRODUCE QUALIFIED BUYERS TO SELLER
We will give you information on the potential buyer’s background and interest and set up a phone call or meeting with you. This is an excellent opportunity to find out more information on both sides. It’s also an opportunity to see if you can see this person taking over your business. So while they are deciding whether they are interested, you can also make up your mind on the potential buyer as well. We’ll do our best to introduce people that we think you will be comfortable with, but at the end of the day, it is your decision.
We recommend that you be open and honest about your business. It’s good to be optimistic and positive about what your business has to offer. However, you also want to point out areas where you think a new buyer could improve on what you have done and give them ideas for potentially taking the business to the next level. Buyers will usually want to know about the expertise of your staff, your customers, suppliers, your role in the company, and so on. Even though they have a lot of this information, they usually want to get more details directly from the seller before making an indicative offer to buy your business.
10. BUYERS SUBMIT NON-BINDING INDICATIVE OFFERS (WHICH WE ALSO CALL ‘EXPRESSIONS OF INTEREST’)
Once buyers have enough knowledge and answers to their questions, we’ll find out which ones are serious enough to make a non-binding written offer. We will go over each offer received with you and discuss not just the price offered but other items such as the terms of the sale, due diligence requirements, and how likely we think the buyer is to close on the deal. We will take into account whether they need financing or not and their interest in moving quickly, and more.
11. NEGOTIATE OFFERS
If you have several offers that we are discussing with you, together we may decide to focus on the best one or two to see if we can negotiate terms with one that will be most likely to close on the deal and see if they can provide terms that are acceptable to you. In addition to price and terms of the payments, we’ll also need to discuss how long of a transition period they want, what due diligence they will be performing, and what are their plans for running the business. We have seen hundreds of offer letters and expressions of interest, so we have experience in deciphering the various plus and minuses of them. What is included in the sale may be a point of negotiation such as accounts receivables, payables, inventory, and also whether they intend to take on the current employees of the business, for example.
12. SIGN NON-BINDING OFFER / EXPRESSION OF INTEREST
Once the key terms of the offer are negotiated and agree to ‘in principle’, then both sides will sign the non-binding Expression of Interest (EOI) / Offer. The buyer will usually have a period of 30 to 60 days to complete due diligence. A signed Expression of Interest will stipulate whether the buyer has an exclusive period during this time where only they can pursue the business while both of you are investing time in the due diligence process (this would be normal).
13. DUE DILIGENCE
The amount of due diligence that each buyer requests does vary depending on the size of the deal, the buyer’s background, and the available information. If there is financing involved, then the financier / bank will also require due diligence information. Usually, the buyer will have their accountant review information and request information from the seller and their accountant. In addition to the financial information, they will want their lawyer to view any contracts that the seller’s business has with suppliers, customers, and employees.
Some information may be particularly sensitive for your business. For example, often customer identifying information will be de-identified / redacted even during the formal due diligence process, as the customer identifying information is to only be provided on final contract signing or, in some cases, on settlement of the transaction. How this is dealt with differs depending on the sensitivity of this information and the industry.
Due diligence is designed to confirm that the business is what was stated to the potential buyer from the seller. In addition, they want to see if there are things that could cause problems for the new buyers, such as any legal issues, work health and safety issues, or any recent concerning performance trends. During the review process, the buyer and their lawyer and accountant will have questions. When the information is reviewed, and the questions are answered to the satisfaction of the buyer, the next step in the business sale process is for the lawyers to negotiate the final contract of sale.
Bespoke Business Brokers will project-manage the Due Diligence process for you, but you will be deeply involved in procuring all of the information required.
We will also recommend at the start of the Due Diligence process legal firms you should consider engaging to work on the contract of sale – as the proposed contract is drafted by the seller’s (vendor’s) lawyer in the first instance. Using the wrong legal firm (such as one that does not do a lot of work in small to medium size business sales transactions) can result in a failed deal, so it is important to listen to our advice. Bespoke Business Brokers does not receive any kind of referral fee when we recommend other advisors for you to consider engaging. Our interest is ensuring you use the right legal firm so that the transaction is completed successfully.
14. NEGOTIATE PURCHASE AGREEMENT
More often than not, it will be the seller’s lawyer that will draw up the contract of sale and send it to the buyer’s lawyer for their review. The buyer’s lawyer will go over any issues with the buyer, and usually, they will request some changes to the final agreement. Normally there is a give and take between lawyers and buyer and seller with any final terms to be negotiated.
If the lawyers can’t agree on how to move forward, then an experienced business broker will arrange a conference call or meeting with everyone involved to try to resolve any issues that are preventing the deal from moving forward. Once the issues are resolved, the final step in the business sales process is to set up a closing date.
15. SETTLEMENT (COMPLETION) & TRANSITION
Once the final form of the Contract of Sale with all negotiated sale terms has been negotiated, then it will be signed by the seller and buyer. Often these days this can happen electronically.
Congratulations, the deal is signed! This is where our role as a business broker will effectively come to an end, and you will usually be working directly with the buyer on operational matters to be ready to Settle on the date agreed for Settlement, and to be ready for the transition to new ownership.
The lawyers for the seller and buyer will coordinate on all legal steps required for the transaction to settle / complete on the agreed Settlement Date. That is the date when money and ownership changes hands.
The seller will typically provide a transition period that has been negotiated where they will help the buyer take over the functions of the business and assist in understanding the customers, products, services, and employees. The transition period can vary from a few days to several years, depending on the needs and desires of both buyer and seller. If the transition period is longer than a month or two, than typically a salary is negotiated before the closing where the seller will be paid depending on how much they plan on working. Often it starts as full time and moves to part-time. Then the business is handed off fully to the buyer who operates the business on their own after receiving training from the seller.
CONTACT BESPOKE BUSINESS BROKERS
We hope you now have a better understanding of the steps and process to sell your business. Every Business Sale Process is slightly different, and some steps in the process can occur simultaneously to move things along as efficiently and quickly as possible.
You can see some of the businesses that we have sold on our Sold page, and you can read some client reviews and watch some videos at Testimonials. We look forward to speaking with you and answering any questions you might have about any of the steps in the business sales process. We take a collaborative approach in working with you because you are an expert in your business, and we are experts in the process of selling a business, so working together, we get the best results.
For your confidential consultation, please email us at firstname.lastname@example.org or call us at 03 9088 2019. To provide us with some information before our phone call, please fill out our online form. We look forward to hearing from you.