Selling Your Business: The Process
The optimal price is the amount that will likely attract the most interest from potential purchasers while fairly compensating you for the real value of your business. In our experience, price is the single biggest reason why businesses don’t sell within a reasonable time frame. In fact, when a business is priced unreasonably, it may deter buyers from even inquiring. To establish the optimal listing price, your broker will draw on G3 Business Brokers Orlando in-house accounting expertise to review and recast financial statement and tax return information, and will compare your business to industry relevant data and similarly situated businesses that are either for sale, or have recently sold. Armed with all of this information, you and your broker can agree on the optimal listing price.
We achieve passive marketing by entering your listing in appropriate multiple listing type websites to achieve maximum exposure to potential buyers and other business brokers. Many transactions are co-brokered, where G3 Brokers has the listing but another broker brings a buyer and cooperates with us. Our membership in Business Brokers of Florida, the largest state business broker association in the country, and the second largest association of business brokers in the world, assures that your listing will receive widespread exposure in the brokerage community.
Step 4 is exposing your listing to a broad base of local, national, and international buyers. While the websites described in Step 3 above do expose your listing to buyers worldwide, just putting a listing on a website is not a comprehensive plan. At G3 Business Brokers Orlando, we constantly evaluate alternative marketing opportunities that can increase exposure. We also maintain valuable referral relationships with overseas agents who specialize in marketing Florida real estate to intending immigrant investors. In Florida, many business purchases are driven by the need for a foreign buyer to acquire a business so he/she can live in Florida. G3 Business Brokers Orlando affiliates have been heavily involved in the inbound investment industry for over 20 years; providing both tax planning and immigration consulting services to intending foreign investors. Our knowledge of the international buyer market and our relationships with overseas agents will prove invaluable in finding and qualifying overseas buyer prospects.
Step 5 is fielding inquiries and qualifying prospects. Whenever we speak with a business seller who tried to “go it alone”, we hear that the biggest hassles they experienced were dealing with the volume of inquiries received, dealing with unqualified prospects, and keeping the listing confidential. Your G3 Business Broker will professionally deal with all buyer and broker inquiries, and will never disclose the name or location of the business until a buyer prospect is pre-qualified and signs a Confidentiality Agreement. Once pre-qualified, your broker will provide preliminary information to the prospect, answer questions, and conduct preliminary meetings and showings; all the while keeping you out of the process. Your likely first involvement with a prospect will be after all preliminary work is complete, and the prospect is preparing to make a binding offer.
Offer & Contract
Step 6 is getting the offer and going to contract. With over 20 years of experience to draw on, your G3 Business Broker will work closely with you to evaluate the offer, terms, and contingencies, negotiate and prepare any necessary counter offer, and memorialize the final agreement in the form of a purchase and sale contract. As Business Brokers of Florida members, we use the BBF Standard Asset Purchase Contract and Receipt; an easy to understand and balanced contract that is widely used by all BBF member companies. Ask us for a sample of the BBF contract if you would like to review one. While we would never advise a seller about the need (or lack thereof) for legal representation in a sale transaction, you will save significant money by using the BBF Standard Contract.
Step 7 is managing the transaction through due-diligence. Once a contract is signed and a deposit is made to escrow, the buyer will likely conduct a thorough due-diligence of the business. The purpose of due-diligence is to provide the buyer with the opportunity to verify the various financial and non- financial representations made by the seller during the preliminary negotiations. G3 Business Brokers accounting affiliate, Govoni & Company, Inc., has been conducting buy-side due-diligence services for over 20 years. Your G3 Business broker therefore has significant knowledge and understanding of the procedures to be performed by the buyer’s financial and legal representatives during due-diligence. This knowledge and experience will prove essential when problems or issues arise during due-diligence that could threaten to “kill the deal”.
Step 8 is the satisfaction of contingencies. Most closings are contingent upon the completion of various steps including possibly the assignment of a lease, the issuance of a license or permit, the issuance of an immigration visa, etc. While it is not always G3 Business Brokers responsibility to carry out the steps required to satisfy such contingencies, understanding them and managing their satisfaction is key. Contingencies can often cause closing delays, and if poorly managed, can be “deal killers”. With over 20 years of experience, there’s probably not a contingency we haven’t seen or managed to satisfaction.
The final step is closing. Once all contingencies are satisfied, the deal is set for closing. While the actual closing will be conducted by a G3 Business Brokers Orlando approved attorney, your G3 Business Broker will work with the attorney to insure that all closing documents accurately reflect the agreement of the parties. During the days and weeks leading up to closing, your G3 Business Broker will also likely be assisting in preparing for the transition of the business, including consulting on topics like utility transfers, contract assignments, tax registrations, etc.