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Ten essential steps to take before selling your business

The current economic backdrop and the limited availability of bank funding have decreased the number of transactions in recent years. However, there remains an extensive demand from private equity houses and strategic buyers interested in purchasing privately owned companies. Although the sales process is taking longer and price negotiations are more complex, there remains an unprecedented demand for profitable companies. If you are considering selling your business, this is an ideal time to go to the market and seek the best terms.

Of course, selling a business is a complicated and stressful event. It is therefore essential to work with a specialist team to assist you with what will probably be the biggest financial transaction of your life. Your team can provide an invaluable buffer in the negotiations and can manage the protracted process while you continue to run your business.

Most importantly, the advisory team can help you through the key steps to ensure a smooth and successful process and the best possible outcome for you.

Step 1 – Preparation

First and foremost, you need to get the company and its records in order. This could take anywhere from two to six months, sometimes longer. During this phase, your advisory team will collect information on your operations, your industry and your historical and projected financial information and prepare a Confidential Information Memorandum describing the main aspects of your business. Work with your accountant and financial adviser to ensure that the sale of your business is factored into your tax planning and longer term personal financial plan.

Step 2 – Valuation

The value of any company at a point in time is usually calculated as the net present value of its future earnings potential. In practice, this is determined through the application of a multiple on your EBITDA. EBITDA is calculated by adding your interest expense, depreciation and amortization to your pre-tax earnings, found on your income statement. There are other factors to consider but this is how a business valuation is calculated at its essence.

For the valuation of your business, the EBITDA will be reduced by any capital or other annual expenditures required to sustain the business. The multiples used to determine the price vary by industry and by company but, on average, range from three to ten times. For example, if you generated £2m in EBITDA last year, and you have good prospects for continued profitability, you would estimate your purchase price at roughly ?8-12m. It’s this number that a high quality advisory team can help improve by factoring in your reputation, goodwill, intellectual property and other less tangible parts of your business which will have a value to any potential purchaser.

Step 3 – Identifying prospective buyers

Strategic buyers in your industry and financial buyers, such as private equity firms, are your best prospects. Your advisor will be aware of those who are currently in the market and seeking to make acquisitions. They will help develop a list to determine your best prospects.

Step 4 – Contacting prospective buyers

Your advisory team will contact prospective buyers and have them sign a Confidentiality Agreement before they receive any specific information regarding your company. Your team will then deliver a Confidential Information Memoranda to interested parties.

Step 5 – Responding to buyers” questions

You and your advisory team will work collaboratively to provide details to interested buyers explaining any areas of uncertainty and clarifying all matters to the satisfaction of the proposed purchaser.

Step 6 – Receipt of Letters of Intent

These non-binding letters outline the price and structure of the proposed transaction, as well as the broad terms and conditions of the prospective buyer. They form the basis for negotiations leading to the final deal.

Step 7 – Negotiation of final Letter of Intent

A very important intermediary role for your advisory team. This is when the major terms and conditions of the transaction are negotiated and finalised.

Step 8 – Buyers due diligence

At this stage, the buyer will want to review all legal, accounting, tax, banking, human resources, IT, real estate and other material contracts. The buyer will also investigate your products, customers, any outstanding litigation, environmental issues and so forth.

Step 9 – Legal documentation

Your team will work with the lawyers on both sides to negotiate the details of the transaction which will be found in the legal documents.

Step 10 – The closing

The documentation is signed, funds are transferred and the business changes hands. And now it’s time to celebrate!

Alan Smith is CEO of Capital Asset Management

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