KEY STAGES TO SELLING YOUR BUSINESS: GOING TO MARKET.

The first in the series considers pre-sale preparations and the process of going to market.

TIMING

Deciding when to sell can be key.  Take account of the state of your business and its industry, its prospects for growth and the fact that selling a business can take up a lot of a business owner’s time – you will need to have the resources to keep the business running whilst you focus your attention on the sale.

HEALTH CHECK

A sensible way to ensure your business achieves its full potential value and is attractive to buyers is to carry out a review of its documents, processes and systems.  For instance, are all contracts signed and dated, are there any disputes, are your employment and data protection policies up to date, will there be issues with third party consents (suppliers and landlords)?

Any issues will be flushed out when the buyer carries out its ’due diligence’ but it is always best to identify and address issues before going to market.

VALUATION

The first step in agreeing a price with a buyer is to undertake a valuation of your business.

There are a number of ways to value businesses and the most-appropriate method will depend on many factors including the size and nature of your business, the market in which it operates and the types of buyers you will be approaching.

Businesses are most often valued by a multiple of their profit.  The multiple used will vary depending on factors such as risk and uncertainty, the buyer’s cost of capital and expected growth of earnings. Typically, the multiple will be between two to ten. This valuation will be adjusted to take account cash/debt in the business and working capital requirements.

The adjustments are often subject to complex and lengthy discussions between the parties’ accountants.

Asset-based calculations will take the value of the assets of a business and subtract its liabilities.  These methods ignore the value of potential earnings and are most often used for liquidations or non-thriving businesses.

Whichever method is used, you can only realise the value of your business if someone is willing to buy it so the valuation is only the starting point. The next step is to find a buyer.

FINDING A BUYER

Finding the right buyer will not only help to maximise the sale price but also limit the risk of transactions falling through.

Supply and demand dictates that the larger the pool of interested buyers, the higher price your business will command. That being said, there is no point wasting time courting potential buyers who are not serious about purchasing your business or who are unlikely to have sufficient funds to do so.

Do I need to instruct a broker or can I “go it alone”?

Brokers and corporate finance advisers can help to create a market for your business and connect you with potential purchasers.  Some offer additional services such as carrying out business valuations, advising on transaction structuring & finance arrangements and coordinating your wider team of professional advisers/project managing.  There are costs to these services which can be complex.

Some brokers will want an upfront fee for selling your business, others may want commission only.  Fees will vary depending on the size and complexity of the transaction.

Typical brokers fee structures include:

Advisory fee is a fixed sum payable whether or not the transaction completes;

Success fee may be a fixed sum or a certain percentage of the purchase price and only becomes due if the transaction completes;

Termination fee is a lower fee payable if the transaction does not complete and covers the costs of the broker;

Staged fees is a series of payments upon achieving specified milestones in a transaction; and

Fee tail or tail gunner is a fee which becomes payable if a transaction completes within a specified time after the broker’s engagement is terminated.

For many sellers, selling their business can be daunting and time consuming.  Brokers can also assist by ensuring the business is prepared for the scrutiny of potential buyers. This article deals with a potential seller’s pre-sale preparations including what you can do in good time before the transaction begins (company health check, valuation).  In part 2 of this series, we will introduce the wider team of professionals who are likely to be involved in the sale of a business and in particular the structure of the sale.

The contents of this article are intended as guidance for readers. It can be no substitute for specific advice. Consequently we cannot accept responsibility for this information, errors or matters affected by subsequent changes in the law, or the content of any website referred to in this article. © Mundays LLP

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