Selling or buying a business will require the agreement of buyer and seller on a number of issues, not the least of which will pertain to the release of confidential information by each party, that both parties will be reluctant to divulge up front.
Selling a Business
Any full and fair market price valuation must factor the balance sheet value, along with a reasoned and justifiable calculation of sustainable earnings, (EBITDA – earnings before interest, taxes, depreciation, amortization), cash flows, tax consequences and the recent and current trends of the company.
We often find these questions have not been duly considered by owners who have tended to think of their company as “the business” rather than in the legal characterization of ownership. But, the answers to these questions can bear real consequence.
Will it be a Share Sale or an Asset Sale? What and how much can be disclosed to potential buyers while maintaining Confidentiality? How much is the company worth and how can that price be presented and justified?
Confidential information should never be released wistfully or indiscriminately. There is no way to get it back once its been announced, …or suggested, …or even hinted, and bad things can and often do happen when the wrong people know, or think they know, a company is for sale.
Selling the company for its full market value requires good timing and a detailed selling strategy complete with selling price, terms of payment and justification for both. It requires the business to be prepared for sale.
We can help you get it right. We can provide or help you find the answers to the above questions and others. We can help you determine when the time is right, help determine the right price, help prepare you and the company for sale, and help you get the job done quickly and quietly.
We’ve found business owners who have attempted to sell without adequate preparation, sometimes simply guessing at the price and casting a broad net, most times without success and sometimes inflicting real damage on the business and on any future opportunity.
Selling the Company is at best, for most owners, a once-in-a-lifetime event. Will this be you? When the right time comes, will you have a strategic plan for the event? Will you know how to calculate the full market value of your Company?
For reasons described below, we recommend closing documents be prepared by a lawyer neutral to both buyer and seller.