Fire The M&A Advisor and Save The Fees!

If you don’t see the value of what a business broker or M&A adviser brings to your exit process, then you have your answer and forget about them. Just do it yourself! And I say that as a former business owner and a current M&A Advisor / business broker.

Therefore, if you decide to save the commissions and go at it alone, it’s time to plan accordingly. Here are some things to consider when listing your business for sale.

Time Commitment

There’s no one-size-fits-all answer to how long it takes to sell a business. From marketing for a buyer to negotiating the deal to executing the paperwork and closing, the process can vary widely from business to business and industry to industry.

On average, a business takes about twelve months to sell, from start to finish. Two things to note about this figure, however, are that it has been trending towards a shorter time frame these days, and most of the data comes from completed transactions.

When considering selling your business yourself, consider how you will carve out the time—two hours per day, perhaps more, from your usual business and personal obligations to push the sale forward. It will probably take at least that much to cross the finish line and close.

Setting the Right Price

We will discuss marketing shortly but pricing your business correctly is one of the most important marketing steps on the to-do list. Some websites have “Price Your Business” calculator tools, but these are blunt instruments and—to be perfectly frank—lead-generation tools to collect your email address and follow up. These calculators will rarely give you a valuation you can rely or count on.

There are several approaches to value a business, but the professional approach is an amalgamation of up to 7 or more valuation approaches, and we will not go into detail on each one in this article, but you must take them all into consideration for a true value indication of your business. Just remember, you will need to be prepared to justify their valuation to the business.

Therefore, the best choice for most business owners is to employ an accredited, third-party business valuation firm to perform an independent valuation. This costs money, however, not only does this fee buy you the peace of mind, but many buyers – and more importantly their bank financing the transaction – will definitely want to see an objective opinion of the company’s value before they buy.

Marketing to Buyers

Of course, for a transaction to close, potential buyers must find out about the business for sale. You have to get the word out that your business is for sale—but as we will discuss later, it’s important to maintain confidentiality as you get the word out.

So how do you let interested buyers know your business is for sale? It may start with your network of fellow business owners. Through meetings and mixers and local business associations like the Chamber of Commerce, you might meet corporate buyers who could be interested in the transaction. Confidentiality here is tough, if not impossible, so beware.

Other possibilities include online business marketplaces. These sites allow you to create confidential listings. Make sure to check out the site traffic, search ranking, and buyer interface—if no one visits the site, or if the user interface is clunky, your pool of potential buyers will decrease drastically. Many of these sites charge a fee if your transaction closes on their platform. Be very careful of sites that charge a monthly fee regardless of whether your business sells. They have no incentive to present your listing to qualified buyers, and there is no pre-qualification of buyers.

Qualified buyers are the name of the game in marketing a business for sale. You don’t want to waste time you carefully budgeted to your sale by dealing with tire kickers and unqualified buyers.

Before getting in too deep with a buyer, make sure to check that the buyer has the funds to close, has equity to collateralize any bank or seller loans, has signed an extensive Non-disclosure agreement and provided a resume to prove management experience. Obviously, the buyer should have a track record of closing.

A qualified M&A adviser does not only have all of the above tools at hand, but commonly has a very deep database of previously prequalified buyers looking for particular businesses in a defined market segment, and in particular regions, for a pre-set investment amount.

Confidentiality

The value of confidentiality in the sale of a business cannot be overstated. As you spread the word of your desire to sell, it is crucial to make sure that word does not break too soon to two important constituencies—employees and customers (setting your bank and landlord aside for a minute).

If employees catch wind of the sale, they may wonder if their jobs are in jeopardy. They may react in a way that disrupts operations and, ultimately, disrupts the sale or leave the company altogether.

If customers catch wind of the impending sale, they may withhold business, uncertain of the consistency of the brand if it changes hands, questioning if the supply of products / services is warranted in future or if they have to start alternate sourcing (often ending in comparative quotes to your business’ products and ending in reduced pricing for your products)

Negotiations

Once you have a qualified buyer, the process is just getting started. Final details must be hashed out into a contract of sale, called a Definitive Agreement. An experienced buyer has many chances to skew the deal in their favor during the final negotiations.

Here are some negotiating principles to keep in mind:

• Set a walk-away number. Your policy will be to walk away if the buyer can’t surpass that number. Do your homework and make sure it is the minimum acceptable number, and stick to that policy!
• Do your homework. Find out as much as you can about who you are negotiating with. It will help you strategize.
• Listen empathically. Hear what the buyer is saying and put yourself in his/her shoes. There may be a concession that doesn’t matter to you at all, but means a great deal to the buyer, that could crack the whole deal wide open.
• Make strategic concessions. Don’t give anything away unless you’re getting something of value in return.
• Don’t be afraid to walk away. Even when you have invested time and effort into one negotiation, you are the business owner and you are never obligated. If the deal doesn’t surpass your walk-away number, walk away and keep shopping!

Checking All the Boxes

Remember, selling a business is a multi-step process. Set up a realistic checklist that you will meticulously fulfill. The steps of selling a business are as follows:

• Define goals and expectations.
• Set your value range.
• Enhance value through improvements.
• Gather financials and make them presentable.
• Compile due diligence materials that buyers will request.
• Target buyers.
• Qualify interested buyers.
• Negotiate the deal.
• Execute indications of interest, letters of intent, and contracts of sale.
• Prepare a transition plan.
• Transition the business.

If you can marshal your resources to execute all these steps, congratulations! You have successfully done the job of the M&A advisor and deserve every penny of commission you saved!

If you doubt your ability to successfully execute, or commit the time to, any of these steps, an M&A advisor may be worth that commission. By executing these steps effectively with the benefit of experience, a business broker may more than earn that commission in the form of a faster closed transaction and sale price higher than you could have achieved on your own.