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Monday, January 4th, 2010

10 Easy Steps For How To Sell Your Business For Maximum Money


Have ya ever seen a billion dollar sale of a business and wonder how it happens?

The largest and most successful sales of businesses are handled in a carefully crafted process that has been refined since the early days of business.

I’m gonna break that process down for you right now.

Below are the 10 steps to selling your business — since the biggest and most successful sales of businesses happen with the help of an investment bank, I’m going to include them in my 10 step process.

Here we go:

1) Sign Up Your Investment Bank

First, you’ll need to send out a request for proposal (RFP) to investment banks who you think would do a good job selling your business.

You should leverage your network to find a quality investment bank — if you need help with networking, you can start with my articles mentioning business networking tips.

In the RFP, you’ll want to ask the investment banks a common set of questions for them to answer. Here are some examples:

  • What’s their recommendation on the timing of a sale?
  • How do they run the process of a sale (what are their steps)? (they should be similar to mine in this article)
  • What are comparable transactions (to your business) that they’ve handled (these are called “comparables”)?
  • What are the names of a few references of companies they’ve sold (try to pick both recent and older references)
  • What do they charge (typically this is a commission though it may include a fixed price and even a minimum)?
  • Ask them to send a copy of their engagement letter (you may find that some investment banks have lengthier/more complex contracts than others
  • What do they think the value of your business is?
  • Who are the potential buyers of your business?

How to Choose An Investment Bank

For your choice of an investment bank, I recommend you rely heavily on:

A) Your chemistry with the individual investment banker with whom you’d be working.

B) The references you speak with (you need to dig in with these folks).

C) The experience the investment bank has with sellers like you and buyers of companies that feel similar to yours.

D) A cost structure that is weighted heavily towards the investment bank’s performance (my preference is a straight commission of a sale (1% to 2% is fairly common.

Do Investment Banks Charge Minimums?

Investment banks will typically charge a minimum amount for smaller deals (this makes sense because “a deal is a deal,” as they say — as in, it takes roughly the same amount of work for an investment banker to sell a $100 Million business as it does to sell a $1 Million business).

You then sign an engagement letter with the investment bank — this can be as simple as a 2-page Agreement.

2) The Investment Bank Works With You On Your “Book”

The investment bank will now work with you on putting together what’s called a “book” (or “Offering Memorandum” or “Management Presentation”).

These consist of the key information on your:

  • Market/Industry
  • Products
  • Team
  • Finances

This management presentation — which may be as simple as a 50 to 100 slide Powerpoint-type presentation — will be the main selling document the investment bank and you use to sell your business.

3) Your New Investment Bank Identifies The First List of Target Buyers

Your new investment bank will do market research and come up with anywhere from 20 to 50 target buyers of your business.

Why so many target buyers?

Most investment bankers stick to their philosophy that “competition breeds the best price.”

The Businesses That Typically Buy You

Many of these target buyers may be companies you’ve never heard of. The target buyers will typically consist of two types of businesses:

A) “Financial Buyers” — These firms are typically private equity firms that are looking for cash-flow positive businesses to invest in that can be sold to a larger buyer or taken public.

B) “Strategic Buyers” — These are companies for whom your business adds strategic value. For example, you may have products that their existing customers would like to buy or vice-versa (e.g. you have customers who would buy their products).

Strategic buyers may also find redundancies between your business on the expense side such as overlapping customer service, technology or administrative costs that can be eliminated through the combination of your businesses.

4) The Investment Bank Sends Non-Disclosure Agreements and Executive Summaries to Target Buyers

Your investment bank will ask the target buyers to sign NDAs in order for them to view an executive summary or “teaser” of your business (the executive summary may be just one page of an offering memorandum or 5 to 10 slides from your Management Presentation.

Buyers are asking questions during this stage (this may take a few weeks).

5) Potential Buyers Submit a “Letter of Interest.”

By this point, about 10 to 12 potential buyers should send in a Letter of Interest that they’d like to buy your company.

These Letters of Interest are non-binding; however, target buyers that submit them are usually very serious.

6) Management Presentation

At this point, your management team will prepare to present to the 10 to 12 interested buyers. The presentation is typically 50 to 75 slides on every aspect of your business…with an emphasis on selling your business.

You will practice your presentation with the investment bank — a good investment bank will ask you dozens of the standard questions that buyers will ask.

Once you’ve practiced, you will perform the 10 to 12 management presentations over a week to two weeks ( e.g. two management presentations per day is common). These may take place at the investment bank’s offices (or at your own offices if you’re comfortable with that).

What’s a “Virtual Data Room?”

Around this time, buyers will use what’s called a “Data Room” (sometimes called a “War Room”) — this is a place where they can review financials, stock certificates, audits, account receivable aging reports, accounts payable aging reports, contracts, employment agreements, etc.

This used to be in a physical location but now there are virtual data rooms; a leading provider of such a virtual data room for mergers and acquisitions is Intralinks.

The main benefits of a virtual data room are: 1) Speed — The target buyer can review your documents much faster and 2) Control Over Buyer Activity– You the seller can see exactly what each interested buyer is reviewing (by topic) and how much time they’re spending on the due diligence.

The virtual data room is paid for either by you the buyer or your investment bank for an average cost of $15,000 to $20,000, according to this article.

7) Buyers Submit Final Proposals

After you complete the management presentations, about one-third to one-half of the interested buyers will send a final proposal to buy your company. Again, this is non-binding on their part but it shows that they are serious.

That means you should have receive 5 or so proposals.

8) The Top 2 or 3 “Horses” Are Picked

You and your investment bank will now pick 2 to 3 final horses with rankings of #1, #2, and #3. Your investment bank will go to #2 and #3 and ask them if they can “step up” their bids to beat the #1 horse’s bid.

After this dance, there should be a clear #1 choice — your investment bank alerts #1 that he’s #1 (and also alerts #2 and #3 that they are second or third choice).

9) One Month Exclusive Due Diligence With #1 Horse

You now sign an exclusive agreement to let the #1 buyer due more in-depth due diligence on everything about your company.

This is often where some skeletons come out of the closet. Roughly half the time, the #1 buyer will pull out of the deal (in which case you go to #2 buyer and tell him he’s now #1 (and you repeat the one-month exclusive due diligence period)

10) Final Closing: You Receive Your Cash

At this point, final contracts are signed (your investment bank will have been working on this earlier with an attorney representing you) and transfers of assets and any other material begin.

The buyer then wires money into your account (and wires the commission directly into your investment banker’s account).

What’s a Clawback Provision?

A buyer will often ask that a certain percentage of the sales price (e.g. 10% to 15%) go into escrow to cover “Clawback” provisions. The definition of a clawback is the right for a buyer to “claw” “back” a certain amount of money for things that you the seller fail to deliver over a certain period of time.

The whole process from beginning to end should take about 6 months with about:

  • 8 weeks of preparation
  • 4 to 6 weeks of selling
  • 10 to 12 weeks of closing

I hope you get to enjoy a sale of your business some day — I’ve experienced one of my own and it was a blast!

Oh, and don’t forget to read my friend Doug’s 7 Steps to Maximize the Value of Your Business — afterall, it’s tough to sell your business for much if you haven’t built in amazing value!

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