What Does An Intermediary Expect From You When Selling Your Business
If you are seriously considering selling your company, you have no doubt considered using the services of an intermediary. You probably have wondered what you could expect from him or her. It works both ways. To do their job, which is selling your company; maximizing the selling price, terms and net proceeds; plus handling the details effectively; there are some things intermediaries will expect from you. By understanding these expectations, you will greatly improve the chances of a successful sale. Here are just a few:
• Next to continuing to run the business, working with your intermediary in helping to sell the company is a close second. It takes this kind of partnering to get the job done. You have to return all of his or her telephone calls promptly and be available to handle any other requests. You, other key executives, and primary advisors have to be readily available to your intermediary.
• Selling a company is a group effort that will involve you, key executives, and your financial and legal advisors all working in a coordinated manner with the intermediary. Beginning with the gathering of information, through the transaction closing, you need input about all aspects of the sale. Only they can provide the necessary information.
• Keep in mind that the selling process can take anywhere from six months to a year — or even a bit longer. An intermediary needs to know what is happening — and changing — within the company, the competition, customers, etc. The lines of communication must be kept open.
• The intermediary will need key management’s cooperation in preparation for the future visits from prospective acquirers. They will need to know just what is required, and expected, from such visits.
• You will rightfully expect the intermediary to develop a list of possible acquirers. You can help in several ways. First, you could offer the names of possible candidates who might be interested in acquiring your business. Second, supplying the intermediary with industry publications, magazines and directories will help in increasing the number of possible purchasers, and will help in educating the intermediary in the nature of your business.
• Keep your intermediary in the loop. Hopefully, at some point, a letter of intent will be signed and the deal turned over to the lawyers for the drafting of the final documents. Now is not the time to assume that the intermediary’s job is done. It may just be beginning as the details of financing are completed and final deal points are resolved. The intermediary knows the buyer, the seller, and what they really agreed on. You may be keeping the deal from falling apart by keeping the intermediary involved in the negotiations.
• Be open to all suggestions. You may feel that you only want one type of buyer to look at your business. For example, you may think that only a foreign company will pay you what you want for the company. Your intermediary may have some other prospects. Sometimes you have to be willing to change directions.
The time to call a business intermediary professional is when you are considering the sale of your company. He or she is a major member of your team. Selling a company can be a long-term proposition. Make sure you are willing to be involved in the process until the job is done. Maintain open communications with the intermediary. And, most of all – listen. He or she is the expert.
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Selling: What Does An Intermediary Expect From You
If you are seriously considering selling your company, you have no doubt considered using the services of an intermediary. You probably have wondered what you could expect from him or her. It works both ways. To do their job, which is selling your company; maximizing the selling price, terms and net proceeds; plus handling the details effectively; there are some things intermediaries will expect from you. By understanding these expectations, you will greatly improve the chances of a successful sale. Here are just a few:
• Next to continuing to run the business, working with your intermediary in helping to sell the company is a close second. It takes this kind of partnering to get the job done. You have to return all of his or her telephone calls promptly and be available to handle any other requests. You, other key executives, and primary advisors have to be readily available to your intermediary.
• Selling a company is a group effort that will involve you, key executives, and your financial and legal advisors all working in a coordinated manner with the intermediary. Beginning with the gathering of information, through the transaction closing, you need input about all aspects of the sale. Only they can provide the necessary information.
• Keep in mind that the selling process can take anywhere from six months to a year — or even a bit longer. An intermediary needs to know what is happening — and changing — within the company, the competition, customers, etc. The lines of communication must be kept open.
• The intermediary will need key management’s cooperation in preparation for the future visits from prospective acquirers. They will need to know just what is required, and expected, from such visits.
• You will rightfully expect the intermediary to develop a list of possible acquirers. You can help in several ways. First, you could offer the names of possible candidates who might be interested in acquiring your business. Second, supplying the intermediary with industry publications, magazines and directories will help in increasing the number of possible purchasers, and will help in educating the intermediary in the nature of your business.
• Keep your intermediary in the loop. Hopefully, at some point, a letter of intent will be signed and the deal turned over to the lawyers for the drafting of the final documents. Now is not the time to assume that the intermediary’s job is done. It may just be beginning as the details of financing are completed and final deal points are resolved. The intermediary knows the buyer, the seller, and what they really agreed on. You may be keeping the deal from falling apart by keeping the intermediary involved in the negotiations.
• Be open to all suggestions. You may feel that you only want one type of buyer to look at your business. For example, you may think that only a foreign company will pay you what you want for the company. Your intermediary may have some other prospects. Sometimes you have to be willing to change directions.
The time to call a business intermediary professional is when you are considering the sale of your company. He or she is a major member of your team. Selling a company can be a long-term proposition. Make sure you are willing to be involved in the process until the job is done. Maintain open communications with the intermediary. And, most of all – listen. He or she is the expert.
Copyright: Business Brokerage Press, Inc.
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Read MoreWhy Recurring Revenue Will Help Increase The Value Of Your Business
Have You Discovered Your Recurring Revenue Model?
When it comes to the value of your business, what happened in the past is much less important than what is likely to happen in the future.
One of the most important ways you can shape the future of your business is to create some recurring revenue. Recurring revenue comes from those magical sales you make without really trying. Good examples of recurring revenue models include ongoing service contracts, subscriptions, and memberships – basically any sale situation the customer has to proactively opt out of, instead of in to.
Recurring revenue is critical for the value of just about any small business, and it is equally import for the world’s largest businesses.
Why ICD bought Porto Montenegro
If you’re looking for a fun example of why recurring revenue matters, take a look at The Investment Corporation of Dubai (ICD) and their acquisition of Porto Montenegro Marina and Resort. If you happen to be the heir to a European royal dynasty or are a Silicon Valley billionaire, you’ve probably parked your boat in Porto Montenegro (ok that’s maybe not too may of us). Along with 450 berths for the world’s largest super yachts, there’s a 5 star hotel, ultra exclusive residential properties and 250 high-end boutiques to indulge just about any fancy.
Porto Montenegro is the brainchild of Peter Munk, who is best known as the founder of Barrick Gold Corp. Munk fell in love with the natural beauty of the Adriatic coastline and saw an opportunity to buy an old naval ship yard and transform it into one of the world’s most exclusive travel destinations.
So why on earth would ICD, the principle investment arm of the Dubai government, be interested in buying a glorified parking lot in the middle of an old naval base?
Well it turns out that super yachts need a lot of regular maintenance. In fact, the average super-yacht owner spends 10% of its value every year on repairs and maintenance. ICD wanted the steady flow of recurring revenue from maintenance contracts with the well-heeled owners who moored their yacht at Porto Montenegro.
Tomorrow vs. Yesterday
Porto Montenegro is a billion-dollar reminder that recurring revenue is important for large companies, but creating an annuity stream can be even more important for smaller businesses. It can be tempting to celebrate the large project wins or a big sale to a one-off customer, but when it comes to valuing your business, acquirers may discount those as aberrations and focus on the steady flow of your recurring business.
There are a number of “recurring revenue models” that may be of value to your business. To learn more about increasing the value of your business and The Value Builder System click here.
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Family-Owned Businesses Do Have Choices
Family-owned businesses do have some options when it comes time to sell. Selling the entire business may not be the best choice when there are no other family members involved. Here are some choices to be considered:
Internal Transactions
- Hire a CEO – This approach is a management exit strategy in which the owner retires, lives off the company’s dividends and possibly sells the company many years later.
- Transition ownership within the family – Keeping the business in the family is a noble endeavor, but the parent seldom liquefies his investment in the short-term, and the son or daughter may run the company into the ground.
- Recapitalization – By recapitalizing the company by increasing the debt to as much as 70 percent of the capitalization, the owner(s) is/are able to liquefy most of their investment now with the intent to pay down the debt and sell the company later on.
- Employee Stock Ownership Plan (ESOP) – Many types of companies such as construction, engineering, and architectural are difficult to sell to a third party, because the employees are the major asset. ESOPs are a useful vehicle in this regard, but are usually sold in stages over a time period as long as ten years.
External Transactions
- Third party sale – The process could take six months to a year to complete. This method should produce a high valuation, sometimes all cash at closing and often the ability of the owner to walk away right after the closing.
- Complete sale over time – The owner can sell a minority interest now with the balance sold after maybe five years. Such an approach allows the owner to liquefy some of his investment now, continue to run the company, and hopefully receive a higher valuation for the company years later.
- Management buy-outs (MBOs) – Selling to the owners’ key employee(s) is an easy transaction and a way to reward them for years of hard work. Often the owner does not maximize the selling price, and usually the owner participates in the financing.
- Initial public offering (IPO) – In today’s marketplace, a company should have revenues of $100+ million to become a viable candidate. IPOs receive the highest valuation, but management must remain to run the company.
Source: “Buying & Selling Companies,” a presentation by Russ Robb, Editor, M&A Today
Copyright: Business Brokerage Press, Inc.
Read MoreDangers In Forming A Company Without Advising An Attorney
SECURITIES ISSUES FOR STARTUPS: CALIFORNIA LIMITED FILING EXEMPTION NOTICE
There are many dangers in forming a company without advising an attorney, such as failing to file a securities registration exemption with the California Department of Business Oversight (DBO) and federal Securities and Exchange Commission (SEC). The most common California exemption is the Limited Offering Exemption Notice (LOEN) under Corporations Code § 25102(f). This exemption is available if (a) the securities are sold to no more than 35 persons, (b) all purchasers have a preexisting personal or business relationship with the offeror or company (and other owners of the company), (c) all purchasers are not purchasing the security with a view to sell or distribute the security, and (d) the offer and sale are not accomplished by publication of any advertisement. Failure to file a LOEN within 15 calendar days from issuance of the securities may result in legal action from the Commissioner of Business Oversight, including civil penalties. Securities are typical considered issued upon the earlier of actual issuance, formation of your LLC or corporation, or execution of the Operating Agreement or Bylaws.
California law and the SEC clearly define a security as stock, so when forming a corporation, a LOEN must be filed. Despite federal law not specifically mentioning LLC membership interests, LLC interests are still subject to the federal Securities Act of 1933 because they are considered investment contracts (securities). The federal case SEC v. Howey, 328 U.S. 293 (1946) illustrates, “[a]n investment contract…means a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits solely from the efforts of the promoter or third party.” Corporations Code § 25019 reiterates this, indicating a “security” is any interest in an LLC “…except a membership interest in [an LLC] in which the person claiming this exception can prove that all of the members are actively engaged in the management of the [LLC].” English translation: LLC membership interests may be investment contracts, and therefore securities, when all members of an LLC are not involved in the management (the same is true for limited partnership interests). In this case, a registration exemption must be filed.
Besides California securities registration exemptions, registering the securities under the Securities Act of 1933 may be necessary. However, most securities issued upon the formation of a company are exempt from Regulation D of the Securities Act. A discussion of the federal securities registration exemptions is outside the scope of this material.
You should avoid the many pitfalls of using LegalZoom or any other service to form your company, and failing to file a securities registration exemption is one of many. If you have any questions about securities or entity formation issues, please do not hesitate to contact the Law Offices of Tyler Q. Dahl for a free consultation. 333 University Ave, Suite 200, Sacramento, CA 95825, 916-565-7455
Disclaimer: This material was prepared for general informational purposes only, and is not intended to create an attorney-client relationship and does not constitute legal advice. This material should not be used as a substitute for obtaining legal advice from an attorney licensed or authorized to practice in your jurisdiction. You should always consult a qualified attorney regarding any specific legal problem or matter.
Content provided by Law Offices of Tyler Q. Dahl
Read MoreBizBuySell’s Demographics of U.S. Small Business Buyers & Sellers
BizBuySell.com just released a special report from a survey with over 1700 small business sellers and 1300 prospective buyers. The report takes an in-depth look at the current small business for sale market including age, gender, ethnicity, motivations, military experience and more. Below are a few of the highlights from the report.
Sellers
- 49 percent of sellers plan to exit their small businesses in the next five years, but only 29 percent are currently prepared for the sale process.
- The number one motivation for purchasing a small business is the chance to be your own boss, cited by 63 percent of all buyers.
- Small business ownership tends to run in the family. More than one-third (39%) of sellers have a parent or grandparent who owned a small business; 16 percent have both a parent and grandparent business owner in their family tree.
- According to the survey respondents, nearly half of business owners (49%) plan to sell their small businesses in the next five years.
- What’s driving all of this desire to sell? Based on the large concentration of sellers in their 50s and 60s, it’s no surprise that retirement is the most common reason for planning an exit.
Buyers
- Most prospective buyers are currently employed full-time (64%), with small slices of the community retired (8%), out of work and actively seeking work (8%), self-employed (6%), employed part-time (5%), and out of work and not seeking a job (3%).
- Another common thread across many of today’s prospective buyers: they aren’t strangers to the small business life – almost half (46%) have owned a business before.
- Today’s prospective buyers are looking to make a move quickly, with 45 percent planning to purchase a small business in less than a year.
- Across the board, buyers express an interest in owning established or independently owned businesses, more so than new or existing franchises.
- 26% New Franchise
- 35% Existing Franchise
- 93% Established/Independently Owned Business
- Top Businesses Buyers desire by Sector:
- Restaurants 26%
- Retail 23%
- Internet Business 21%
- Manufacturing 20%
- Bars or Taverns 19%
To read the entire report click here.
source: bizbuysell.com
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Who Is Today’s Buyer?
It has always been the American Dream to be independent and in control of one’s own destiny. Owning your own business is the best way to meet that goal. Many people dream about owning their own business, but when it gets right down to it, they just can’t make that leap of faith that is necessary to actually own one’s own business. Business brokers know from their experience that out of fifteen or so people who inquire about buying a business, only one will become an owner of a business.
Today’s buyer is most likely from the corporate world and well-educated, but not experienced in the business-buying process. These buyers are very number-conscious and detail-oriented. They require supporting documents for almost everything and will either use outside advisors or will do the verification themselves, but verify they will. A person who is realistic and understands that he or she can’t buy a business with a profit of millions for $10 down is probably serious. They must be able to make decisions and not depend on outside parties to do it for them. They must also have the financial resources available, have an open mind, and understand that owning one’s own business means being the proverbial chief cook and bottle washer.
Today’s buyers are usually what might be termed “event” driven. This means that the desire to own their own business is coupled with a need or reason. Maybe they have been downsized out of a job, they don’t want to be transferred, they travel too much, they see no future in their current position, etc. Many people have the desire, but not the reason. Most people don’t have the courage to quit a job and the paycheck to venture out on their own.
There are the perennial lookers. Those people who dream about owning their own business, are constantly looking, but will never leave the job to fulfill the dream. In fact, perspective business buyers who have been looking for over six months would probably fit into this category.
Business brokers spend a lot of time interviewing buyers. Here are just a few of the questions they will ask. The answers they receive will determine whether or not the prospective buyer is serious and qualified.
- Why is the person considering buying a business?
- Has the person ever owned their own business?
- How long has the person been looking?
- Is the person currently employed?
- What kind of business is the person looking for?
- Is he or she flexible in the kind of business?
- What are the most important considerations?
- How much money is available?
- What is the person’s timeframe?
- Does the person’s experience match the type of business under consideration?
- Who else is involved in the purchase decision?
- Is the person’s spouse positive about owning a business?
There are other questions and considerations, but those cited above reveal the depth of a buyer interview. Business brokers want to work only with buyers who are serious about purchasing a business. They don’t want to show a business to anyone who is not qualified, which is simply a waste of their time and the seller’s time.
Copyright: Business Brokerage Press, Inc.
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