Proper Preparation Pays Off
Selling a business is one of the most important financial decisions in a business owner’s lifetime. Selling a business should be a planned and controlled process of making a business attractive, marketable and profitable. The actual sale transaction is just a part of the whole selling process. The secret to netting the most value from the sale of a business is for business owners to carefully manage and nurture the business while taking the proper steps and time to prepare for the sale. Mindful consideration of the following may be helpful to attain greater success by way of preparation:
Form a Team of Professionals
Business owners are experts in operating businesses but not in preparing businesses for sale. Many sellers are reluctant to hire business brokers and intermediaries or seek assistance from their attorney, banker and accountant to prepare for the sale of their business. Many business owners unwisely focus on fees and the short-term as opposed to the long-term and net-value, thereby losing bottom-line benefit from sale, increasing liability exposure and risk of overall sale and post-closing failures. Business brokers and bankers can provide excellent market and sale process perspectives, capital and access to potential buyers and sellers. Attorneys and accountants can provide tremendous value by way of proper legal and tax structuring. Business owners using a team of dedicated and well-coordinated professionals attain the best sale and post-sale long term results.
Plan Well in Advance
Abraham Lincoln said, “Give me six hours to chop down a tree and I will spend the first four sharpening the axe.” Just as home owners “stage” their houses before listing them for sale, business sellers should take steps to make their business more attractive to buyers. Savvy sellers and teammates take the time well in advance of sale to identify potential internal and/or external buyers, determine what a buyer desires and make the appropriate changes to fulfill those desires. Making the desired changes takes time and proactive planning is needed to be ready to strike when the business owner chooses. Some common planning considerations include:
- Increase revenues, positioning and value by locking down existing customers or suppliers with long term contracts and investing in consultants and salespersons to increase market share and operational efficiencies.
- Execute employment agreements, buy-sell agreements, non-competes, and restrictive covenants with co-owners and key employees.
- Establish or maintain solid and trusting banking relationships to facilitate third-party financing and readying the seller/owner’s personal financial planning for anticipated seller-financing concessions.
- Review business level legal and tax structuring, compliance and operations. Examples include entity structuring and protecting intellectual property such as core know-how, customer lists, patents and unique operating capabilities.
- Settle outstanding litigation threats or issues.
- Review personal level estate and income tax exposure as well as asset protection planning.
- Eliminate any potentially suspect or gray area business and tax practices.
- Address accounting practices, controls and tax records to provide credibility to purchasers by way of audit, review or compilation attestation services.
- Disengage cash flow drains such as unprofitable or slow paying customers and address the collection of accounts receivable.
- Document key operational processes and invest in modernized computer system to better fit potential buyer processes.
- Address business and personal goodwill considerations.
- Secure third-party leases, contracts and the like.
- Discard unsalable inventory.
Kelleher & Buckley, LLC can help you plan, prepare and execute. For more information on how our Corporate Practice Group can assist you, please call our attorneys at (847) 382-9130.