This is an overview of the business sale process followed by The Principium Group and its affiliates in connection with the sale of a business.
Every business sale situation is unique and the process is adapted to the individual scenario.
Data Gathering Phase
During this stage, we will gather information about your business to customize the sale process and to consult with you about valuation and the process of preparing your business for sale. We will provide you with a questionnaire about your business and a list of documents and other information to gather for us. We will provide you with a secure file upload link to transmit information to us.
During this phase, we will prepare a financial analysis of the business and consult with you regarding valuation expectations. Depending in the circumstances, we may or may not establish an asking price for the business. At this stage, we will make that determination in consultation with the business owner. This process is expedited if we have already performed a Market Value Assessment for the client prior to being engaged for the business sale process.
During this phase, we will prepare a confidential information memorandum covering the business. It includes general information about the company and its financial results, future prospects, services, customer base, employees, facilities, equipment, marketing and competition. It also provides information about the market served and the overall landscape services industry. While we will prepare this document based largely on information provided by the client, it is important that the client review and approve this document prior to its distribution. As the seller, this is your story.
After the confidential information memorandum is completed, we will prepare a short summary of it on a no-name basis. We call this document a “teaser” and will use it to distribute to prospective buyers we identify and in developing advertising (if we determine that advertising is appropriate in the specific circumstances.)
Also, at this stage, we may arrange to have the transaction pre-approved for SBA financing.
Prospective Buyer Identification
We will prepare a prospective buyer list based on our own knowledge, consultation with the seller, and networking. We will reach out to the prospective buyer list with the teaser and ascertain their interest in looking at a possible transaction. Those who express an interest will be invited to execute a nondisclosure agreement.
In order to identify prospective buyers, we may place blind advertising in on-line business for sale marketplaces. There are several national services we use. In some cases, there may be regional or local services as well. We also participate in investor deal origination systems that are sometimes helpful for larger transactions. All advertising is done in such a way to preserve confidentiality of the process.
After a prospective buyer submits an NDA and is pre-qualified as a potential buyer, we will provide them with a confidential information memorandum. We will check back with them to determine their continuing interest and respond to their questions and requests for additional information. A limited number of prospective buyers may be invited to meet with management.
We work with prospective buyers until they are prepared to submit an offer, usually in the form of a letter of intent. We will negotiate with prospective buyers on the client’s behalf until they have an offer that they are prepared to accept.
After an LOI is executed, due diligence begins. This is the process by which the buyer examines the business to determine that it is as presented. Due diligence usually involves examining financial, tax, human resources, equipment, insurance, safety, compliance and many other aspects of the business.
During this period, we assemble information for the buyer, typically in a “virtual data room.” This is an online storage system which is secure and closely tracks access. We control access to the data room and there is a record of every time any document is accessed and by whom. We terminate access immediately if negotiations break down. Access to the virtual data room is covered by the nondisclosure agreement and viewers are reminded if their confidentiality commitment every time they access the system.
Definitive Agreement Preparation
Usually at the same time as due diligence, definitive agreements are prepared. Typically, but not in all cases, the attorney for the buyer will take the lead in document preparation subject to review by the seller’s attorney. If there is to be a note involved, it will usually be prepared by the seller’s attorney, along with any related security agreements. We also review all agreements to provide the benefit of our deep industry experience. You will also want to have your accountant or other tax advisor involved to make sure that the tax consequences of the proposed transaction are as you expect and structured in the best possible way.
Once definitive agreements are prepared, a closing is scheduled. Sometimes definitive agreements are executed in advance, but most often they are executed at or near closing. We will assist you and your attorney in preparing for closing as required. In connection with closing, closing disclosure schedules are prepared. This is an important step that needs careful attention because they will have an impact on any post-closing liability you may have based in representations and warranties on the definitive agreements.
At closing, documents are exchanged and the consideration is delivered. Most often today, closing is handled electronically and does not require a formal meeting among the parties.
After closing the Buyer assumes operation of the business with participation by the Seller during the transition as agreed during negotiations. If post-closing issues develop, we will help you get them resolved.