How To Sell A Business In Today’s Market

Rules for how to sell a business are different today than they were just a few years ago before the mortgage meltdown and economic crisis that followed. The difficulty of obtaining purchase money loans and greater buyer uncertainty because of the fragile state of the economy have made it necessary for owners of small and mid-sized businesses, if they want to sell successfully, to employ strategies that address current problems. Four important principles that help achieve a sale are:

1. Prepare the business more completely. Along with the mood of extreme buyer caution in this market, comes a lower threshold of tolerance for companies being sold that are not presented in the best possible way. That means a seller needs to assemble key documents–three years of financial information, copies of premises and equipment leases, and a list of capital assets included in the sale–before the business is offered to prospective buyers. It’s not a good idea to wait until a buyer is found and requests that material. By the time you get your act together, it may be too late.

Preparation also calls for making certain that business premises are clean so that it shows well, getting all equipment working correctly, and settling any unresolved lawsuits or customer complaints that might reflect negatively on the business.

2. Super preparation is also advised. In addition to getting the basics taken care of, entrepreneurs who know how to sell a business in this economic climate are going to the trouble of contacting local business banks, particularly the SBA-backed lending institutions, to get the business “pre-qualified” for a loan. If lenders say they are willing to lend money for purchase of your business by a qualified applicant, it speeds the SBA loan application process and helps to reinforce the value of the company being offered.

Another form of super-preparation involves drafting a marketing plan that, when shown to prospective buyers, provides a blueprint a new owner might follow to increase the revenues. And the company that comes with a marketing plan is more appealing, because it demonstrates the competence of
management–reflecting favorably on the viability of the business.

3. Be prepared to help finance the transaction. Several sellers in this market who initially wanted an all-cash deal, have discovered that a business not attracting much attention can quickly become more appealing to buyers if the seller is willing to carry back part of the purchase price. And the owner with few buyer prospects for a company offered with a small seller financing component, say 10%, is likely to find that increasing the size of the note–to 30% of the price for example–is how to sell a business that was not generating much interest. Seller financing can result in a sale to a qualified buyer–one who was not ready or not willing to invest the total purchase price plus the working capital needed to take over the business. Also, a seller’s willingness to help finance the deal can be the factor that persuades other lenders to participate. In most cases, for example, an application for purchase funds through an SBA loan program has little chance of being approved if the seller does not have “skin in the game.”

4. Incorporate an earn out agreement in the sale. This approach often is useful in bridging the gap when a buyer and seller have different estimates of what the business is worth. The basic idea of this strategy is for the initial sales price to be a figure below what is requested by a seller, who feels the business is improving and will soon be worth more. In return for the seller’s agreement with the lower price, the buyer agrees that the business can be re-valued upward, if it does generate higher revenues as predicted by the seller. This provision is founded on a deal with some seller financing, and the contract specifies that the buyer’s payments would be adjusted upward to correspond with the increased value.