Published February 28, 2013
With the economy showing signs of a comeback in most areas of the United States, I’m receiving more mail from FOX Business community members about issues related to selling a business.
Here are eight actions steps to help you prepare your company for a successful sale. Remember, good planning and good timing are crucial requirements for selling your company for top dollar.
No. 1: Involve your accountant: Before entering into any negotiations to potentially sell your business, spend some quality time with your accountant. In addition to capital gains tax considerations, ask your accountant about the gnarly tax issues associated with selling the "stock" of a business rather than selling the "assets" of a business. Business sellers should understand which type of deal structure is most advantageous from a tax and business liability perspective and negotiate hard for it.
Also, work with your accountant to be sure that your company's tax filings are current and business records are "clean" for potential buyer review. If your company’s books are not accurate or up-to-date, then expect potential buyers to be extra cautious and tough on deal negotiations.
No. 2: Sell before cyclical peaks. In the early years of a business lifecycle, owners invest heavily in creating a first wave of profitable revenues. As the momentum from this first effort starts to slow, business owners have to invest in another growth spurt through new products, services, or partnerships to maintain competitive momentum. This is not the time to put a company up for sale.
The ideal time to sell a business is when new products are performing well in the marketplace and profits are growing but not anywhere near peaking. This way, owners can present defensible projections for continued business growth.
No. 3: Be discreet. The best time to buy a business is often when a business owner is desperate to sell. Partnership break-ups, divorces, serious illness or the unexpected death of a founder make it too easy for buyers to low ball owners…and succeed.
Owners have to understand the costs of being too candid with buyers about their reasons to sell. Ideally they need to come up with what investment bankers say is “a better story.”
No. 4: Assess buyer motivations. Sometimes even unprofitable businesses can be sold successfully because of its perceived know-how, customer lists, patents, or unique operating capabilities that may be strategically useful to a buyer. Make a list of “strategic” corporate buyers, or companies that may benefit operationally from owning your business.
The purpose of developing a target list is to start thinking like a buyer – and why they might want to own your company. After all, final prices are based entirely on what the buyer perceives is the value of a business, not the value of a business to its owner.
No 5: Get deal ready. In the same way home owners spruce up their houses before listing them for sale, business owners benefit when they take time to make their business operations more attractive to potential owners. A company is “primed for sale” after it has unloaded unprofitable or slow paying customers; settled outstanding litigation; cut unnecessary expenses to boost profitability; discarded unsalable inventory and locked down existing customers into longer term contracts, if possible.
It’s usually to the owner’s advantage to level out revenue results that rise and fall dramatically from one year to the next. If owners don’t iron out erratic revenues, buyers will work off the company’s worst case revenue results during negotiations.
No. 6: Select qualified support. Take good care interviewing law firms that will represent your company during sale negotiations. Also, if you decide to hire an investment banker or business broker to solicit potential buyers, make sure the intermediary has the prestige and expertise to represent your company well. The key to a good intermediary is proper deal positioning and the ability to get immediate return phone calls from potential buyers.
No 7: Stay engaged. Sophisticated buyers know that the more emotionally and financially dependent a seller is on a potential deal, the lower the final price paid for a business. The disheartening truth to ever-optimistic business owners is most deals to sell a business just don’t happen, especially if the buyers can’t arrange adequate financing. This means that owners can’t emotionally check out or allow the business to deteriorate until a deal is closed.
No. 8: Get multiple offers. When the time seems right to sell, owners can increase their chances of getting a premium price by talking to several competing buyers all at the same time. The most common mistake business owners make is talking to just one potential buyer at a time.
Selling a business should be a business owner’s finest hour. The secret to a successful sale is not allowing buyers to take advantage during the process and not accepting an unacceptable deal.
Susan Schreteris a 20-year veteran of the venture finance community and entrepreneurship educator. She is the founder of www.takecommand.org, a community service organization that offers the largest centralized database of startup and small business funding sources in the U.S. Follow Susan on Twitter @TakeCommand.