SELL-EBRATE! Successfully Exit Your Business

What does a typical deal look like?

Gary Morris

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SPEAKER_00

So a question that I'd like to cover today is what does a typical deal look like? So if you are, let's say, on the fence when it comes to getting the whole process started, and you just have absolutely no idea what a typical business acquisition looks like, I just want to give you a few of the the steps to just be aware of. You've if you patch together any previous podcast that I've done, it's all there, but I figured why not solidify it in just one podcast, just to give you an idea. So what the process looks like is first uh a business owner who's interested in selling their business, but not sure yet. The first step is just to get a business valuation. All obviously, all of this is confidential. So this is just gonna be information that's shared between the broker and the owner. And they're we're gonna go through, we're gonna ask some questions, some 30,000-foot questions, nothing too crazy. And that's gonna give us some rough estimates. We're gonna ask for the last three-year PL statements if you have them. Um, if not, we're essentially just gonna ask, okay, how much did you make? And once we get those answers, we're gonna see if there's any addbacks, any expenses that were covered by the business, but really is technically profit, and some of those things you may not even be aware of. So we're gonna try to uncover any additional profit. Once we get those numbers together, we're gonna come back. It usually takes a couple days for this process, um, sometimes as quick as one day. Once we get that number together, uh, you know, we'll jump on a call. A broker or any broker will jump on a call with you, typically send you um an actual, you know, email with what the broker opinion of value is. And from there, you're gonna be able to decide what the next steps are. Often what I get is, are you sure it's worth that much? Or occasionally I'll I'll get, you know, I thought it was worth much more. And we're we're usually not far off. And if we are far off, it's a matter of taking a look at what might be hiding that, you know, none none of us realized. For instance, maybe there's you own the property, and that is not in the PL statements. And our understanding was it was a leased building. Or um, a recent example is we had a we did a value of the building that a company owned, and uh it came back less than what they had hoped, and through that, we we just started asking questions and found out they actually owned three other lots. They also owned a garage that was all fixed out for further operations, and it was all approved, and they had been operating also out of a finished large garage. That increased the value of the property. So we'll get we'll get the numbers together so that we're all in an understanding of if this goes to market, this is what we're going to ask for. And there's going to be negotiations and how how it's financed and how much of it are you willing to own or finance, and all of those details will come together then. If you, as the owner, then say, okay, I think we're at the right spot, what do we then do next? Well, then at that point, we we ask for you know any tax information that we can get. Often we'll get green lighted to the CPA, and we'll be able to just go not back and forth with the owner, go to the CPA, say, you know, we need you know this information, we need the business tax returns, um, you know, any uh anything that shows profit, personal tax returns, you know, that that is related to the business, what they showed themselves making, all that good stuff. Once we get all that together, we're basically putting together a memorandum, uh confidential information memorandum that's going to basically package your listing together. We'll send that over. It'll have, you know, any related photos of equipment. Uh, the if the real estate's going, we'll take photos of the real estate. Uh, we'll get some history of the business, how long you've owned it, all the good stuff that basically tells the story of the business. We'll get the diversification of clientele, um, anything that we can to show the stability of the company. And that's going to be packaged together. That takes a little bit longer. That might take, you know, it could take anywhere from two weeks, would be really quick, but two two to two to four weeks to put all that together. Once we get that together, and let's say it's so we're a month out of getting an agreement to go to the market, uh, you'll take a look at it. We'll get the approval that this can be distributed to potential buyers. At that point, we then sit down and talk to you about who are the potential competitive um, you know, agencies or companies that would like to double their business, you know, that there are in relation to your income and would like to double business, you know, this year and just by acquiring you. And we'll get that list from you. From there, you know, that that may take a few days. We'll begin to do manual outreach. We'll call, we'll try to set up lunches, we'll bring the CIM with us, and we'll go over all the details that we have. Well, obviously, once we get an owner who's interested, we'll ask them to sign a non-disclosure agreement. Once they sign a non-disclosure agreement, we'll then meet with them typically over lunch or Zoom. We'll go over the CIM with them. We'll answer any questions that they have. They'll usually take a couple weeks to, you know, be looking over everything, asking us questions. That usually takes, you know, two to three weeks. These are very, you know, high-level questions. They're not getting super specific yet. And then typically we'll start once all those questions have been answered, once they've seen all the documentation and tax returns and all that good stuff, we'll typically start price negotiations. So they'll come back and they'll say, okay, we are interested. This is the ballpark we would we would be interested in. And if we get an agreement from you that that looks like a price you would be willing to negotiate and the terms look good, we then will request for them to submit a letter of intent. Essentially, that letter of intent basically says, okay, this buyer seems to be a qualified buyer. We're all within the same price range, and we are going to take it off the market for the next 30 days during the due diligence period. And during that, and typically what will happen is they'll ask for 30 days with an extension period if necessary. And those extension periods depend on, you know, the complexity of the project. So if it's, you know, if it if the price is in the millions, those it's typically more than 30 days. It's typically 60 days with a 30-day extension. So they're looking at for the next two to three months, let us get everything in order, go through all the documentation, and often they'll come back quicker than that period of time. Usually they're not asking for an extension. Typically in the 30 to 45 day range, they've gone through all the dil due diligence that they need, and then from there they'll submit a formal purchase agreement. Or from there, they'll they'll submit an offer. And that offer will need to obviously be approved by you. Then from there they they go to they've already been involved with the SBA. The SBA, if they're getting an SBA loan, or if they're getting private investment money, those people are involved during the due diligence period. So they're asking for questions related to funding to ensure that they have something, an asset that's a backed asset that's being acquired. So we have two different angles. We typically have an accountant and the owner that are asking for answers to questions related to the to the due diligence sector, while simultaneously we're also getting questions related to funding. We've got a formal letter of intent with a range on a purchase price. Once we get to the end of that, then what will happen is we will get a formalized purchase agreement together. And that will come from the buyer. That's not something that the broker does. It's the the buyer will put together their own purchase agreement and submit that. And in that, it'll go over the terms when money will be released, you know, assuming they get approval, and uh that'll give us the range, the closing, the expected closing date. Um we'll then get a letter from typically at that point there will be um a request during, let me back up, during the request for the due diligence period, the letter of intent, we'll ask for money in escrow. It's typically 10% of the asking price. Usually it's a minimum of$25,000 that will go into escrow and to be released at closing. And from there we'll be communicating with the lenders and the owners, and we'll be putting together a closing date for you, all the necessary documentation, all the necessary transfer of information, like the domain name, the email transfer, the credit processor, you know, the merchant processor, all that information will then be handled during that period of time. And then from there we have our closing date, and uh we'll get your bank information on where funds should be released from the the lender, and we'll we'll meet up for uh that day. Purchase agreement will will uh obviously already been accepted, and you will have funds released to you at closing, and at that point the transfer begins to happen. Now, um, there's going to be a period, a transfer period in which they're gonna ask for owner involvement during the transition, and so that'll be in the purchase agreement, and that could range anywhere from you know a month, you know, depending on how heavily involved the owner was. There's typically going to be an a period of time where you, as the owner, are at least available for a minimum of X amount of time on the phone via Zoom, sometimes in person during that transition period. Um, before we get to the closing date, is typically a good time to sit down with your staff and let them know what's happened. All of this has been kept confidential at this point. Um, let's say, for instance, going back a couple steps, if we couldn't find a direct competitor, we go to our accumulated list. So we have a list of buyers, both private equity groups and people within the industry, because we're very niche focused, that we will then send an email out to them letting them know the opportunity. Again, this is all confidential, nothing's public. In the event, I've talked about this before, in the event that we didn't sell to a direct competitor and we didn't sell to anybody that's already in the industry. It's very rare that this ever happens. But when it does, then we go to online listing websites and we begin that process. And then from there, at closing, again, you get you get a release of your your check, your personal checking account looks substantially bigger. Uh, we always ask that you typically want to involve the financial advisor to help you figure out how to minimize the taxable event that you have, and that could be a reinvestment into another business, and there's numerous different ways to engage with that money to reduce the taxable event. It could be increasing the owner finance, getting paid off over a period of time. You could even negotiate a portion of equity as a hold, and you get distributions for the life of that acquisition. That becomes really important if the firm is putting a lot of capital into growing the business. Those are typically when you have some negotiating leverage and it makes sense. Other than that, uh at that point you begin to plan your next. Well, hopefully you've already planned it because we're asking those questions. What is your plan after this? So, you know, you get a few million dollars in your account. Where are you going now? Are you going to buy another business? Are you going to travel? Are you going to settle? Just relax. What is your next stage? And then we'll just kind of talk you through that. And uh we'll, you know, at that point as brokers, we stay in contact. And we're always like in our case, we're trying to bring our buyers and and sellers together. We have events, you know, we'll do a Christmas dinner typically, or uh, you know, a holiday event of some sort where sellers get together and just talk about their journey or just have have a you know a dinner on us where they rub shoulders together and talk about retirement life and what Florida looks like and spear fishing or buying a new RV and traveling to see grandkids and all that good stuff. But you really begin to plan that next phase of your life. And that's a big part of the chapter. That's something that we're gonna have to talk about later in the future because sellers do have seller remorse. It happens every time. And uh we we like to front load, hey, you're gonna have seller remorse, you're gonna wonder if it was the right decision. And you know, as you're thinking through that, you'll you'll uh you'll be planning that next that next stage, what the next steps are. And it's exciting. It's it's something to to when you're aware of the the remorse, buyers have remorse too. I tell the buyers, you know, you're gonna have buyer remorse. You're you know, unless you're a private equity group, if you're a buyer, this is your first time buying, you're gonna have like, oh no, what did I do? You know, like is this gonna work? And that that typically goes away after three or six months of realizing you've now doubled your business and things look pretty cool. Um, you know, we help walk by you know walk buyers off the cliff as well. So at the end of the day, it's planning your next events, it's not just that event. It's not so when we're talking about, okay, this is what it's gonna look like to sell your business, it's not just what happens at closing. Unlike, again, a house. If you're selling a house, you know, you already know the house that you're gonna buy. You already know, you know, okay, here we go. This is the condo that we put a down payment on. And you don't have a lot of time to think through those decisions because you've got next steps clearly laid out. When it's something like this that's been such a big part of your life for so long, a big part of what does it look like to sell your business has to have within the thinking process, what does the next chapter of my life look like? Because I've been showing up to work every morning and every evening. It's a lot like what retire people that retire as an employee go through, but as owners, the totality of owning a business engulfs so much of your life that to have that removed leaves this void where you feel very strange for a long period of time. Long, I would say, you know, longer than what uh somebody retiring goes through. And so we often, you know, we'll we'll suggest what you know, later down in the road, let's say it's two years, five years, maybe buy a small, you know, shop of some sort or a smoothie company, you know, or a local coffee shop or something just to just to keep that engaged in you if you're built that way. You so you don't go crazy sitting at home. But either way, what it looks like has to include what the next decade is gonna look like, the next two decades, three decades, how however long you have in front of you, you you have to begin to plan what that's gonna look like when all the noise goes away. Because as we know as business owners, it's just everywhere. It's every day, it's all day. You can't just you don't get a nine to five and just turn off business. So that part of your brain that's been actively involved in thinking about it is going to feel very strange. So we like owners to be thinking about that. That's why one of our preliminary questions, if you ever go to our website, The Vantage Brokers, one of the we have 18 questions to ask to get your free valuation started. One of those questions is what is what is your what is the plan next? What are you gonna do after this? Because that helps us think through how to plan the exit for you mentally. And so that's that's basically everything that goes into what it looks like to sell your business. So I hope that helps. And uh, we're here to answer any questions you might have, and we'll we'll cover other questions in the next podcast.