top of page
Panoramic View_edited.jpg

Sell or Transfer

Top Sale or Transfer

We understand that your business is a result of many years of sacrifice and working through the good times and the tough times.  We know you have to find the right solution for you and your family.

The right solution is a transaction that includes the right combination of:

  • Buyer Characteristics ("Buyer Fit")

    • Care for the impact on your employees, customers and suppliers

    • Appreciation for the business name and reputation
       

  • Deal Terms and Conditions​

    • Employment, Consulting, and Non-Compete Agreements

    • Understanding of post transaction responsibilities and liabilities for seller
       

  • Price

    • Price

    • Down payment and Seller Note

    • Terms of Seller Note (rate and time)

    • Earnout if Company succeeds after transaction

  • Taxation

    • Stock versus Asset Sale consideration

    • Purchase Price Allocation

Being involved in transactions over the years we have experience with different transfer mechanisms and structuring transactions that minimize tax obligations. Don’t let the IRS and State governments take more from you than what is legally owed.

Keys To The New Place

When it comes to a successful sale or transfer, process execution is crucial.

Our Process

We work hard to earn your trust by listening to where you have been, where you are now, and where you would like to be.  We execute with our clients on a proven process to get deals done. 

 

Here is what you expect when you engage with us:

  • Understand What's Important

    • We meet with you to outline your goals and prioritize what is most important to you.  Only by knowing and understanding this can we advocate for you in finding the right buyer and negotiating the proper price, terms, and conditions of a transaction.
       

  • Document Company's True Earnings

    • Every business has the earnings it reports... and undocumented earnings which can include:​

      • Overpaid or unneeded relative payroll​.

      • Unnecessary expenses such as travel, meals and club memberships, excess salaries and bonuses, excess retirement contributions, life insurance premiums, and other costs more personal than business 

      • One-time expenses not recurring in nature.

    • We typically look at the prior 3-5 years and document the business's true earnings.  Buyers look to earnings to fund the purchase.  Our job is to provide clarity on this important issue.​

  • Agree on List Price for Business

    • We meet with you and discuss our analysis of the Company's true earnings and what we believe a realistic price for the business is.  Price will be a function of the Company's earnings and a price multiple.  The multiple will be based on the industry, company characteristics, and general economic conditions in place.
       

  • Produce a Confidential Information Memorandum (CIM)

    • This is the initial marketing document we provide to potential buyers to highlight the Company and provide base level information.  We only send this to buyers we have vetted and who have a sincere interest in the Company.  This document is typically 10 - 15 pages in length and includes non-descript information such as:

      • Company industry​

      • Customer base

      • Earnings history

      • Work force overview

      • Management summary

      • Supplier list

      • Competitor list

      • Company advantages

      • Opportunities for growth
        ​​

  • Initiate Marketing to find the Right Buyer

    • This will include going through our list of local contacts we believe may be a good fit, as well as our referral network of bankers, CPA's, attorneys, and others.  We will also create a listing in well published on-line listings as well as using Google and other SEO opportunities to generate interest.

  • Ensure your Representation Team is Ready

    • You will need a CPA, attorney, banker, and financial advisor helping you along the way.  We need to be on the same team.  Our job is to quarterback that team ensuring you are covered in all aspects.​

    • Our practice ownership team includes a CPA and Tax Expert, and a business owner who have sold businesses up to $25M.  We know what's it's like to be in your shoes and can assist in some of these processes.  This is extremely important.  Our job is to make sure you are represented appropriately and that your team is functioning effectively to keep your deal on track.
       

  • Procure Due Diligence Materials

    • Buyers, either before or after your acceptance of a Letter of Intent (LOI), will want access to due diligence information on the Company.  This is a deep dive of all Company Information.​

    • Having this information in a secure data room, ahead of time and before any LOI is received, is crucial, and will cut the time necessary for due diligence down and will show potential buyers you are serious and ready for an exit.
       

  • Review any and all Letters of Intent (LOI)

    • When discussing the business with a potential buyer, we will provide them with our standardized LOI to use.  Our experience shows that this will reduce unnecessary time and attorney fees in numerous rounds of document revision.

    • The standardized LOI will have items such as price, payment terms, conditions, post-sale employment / consulting provisions, transaction tax treatment, non-compete provisions and other legalities in a format that is easy to read and understand.

    • When receiving the LOI we will review with you and if any change are warranted, we communicate them with the potential buyer and negotiate on your behalf.

    • The LOI, while not legally binding, sets the baseline for the price, terms, and conditions of any transaction that lawyers will then use to draw up the final agreements.

    • We will review your priorities and ensure the proposed transaction outlined in the LOI presented to you agrees with them.
      ​​

  • Manage Due Diligence and Sale Process

    • A buyer only has one opportunity to ensure there are no serious issues or misunderstandings of a potential purchase.  Buyers will do everything they can to make sure all information of the business is vetted and in good order.

    • There are multiple data requests, questions, answers, and follow up questions.  This process can be exhausting and stressful for both parties.

    • We manage this process so you don't have to.  You can focus on running the business and getting to know the potential buyer - not worrying about multiple data requests.

    • We also make sure time commitments are made and deadlines are adhered to.  We keep the transaction moving forward.  Deal is exhaustion is real and our job is to get your transaction across the finish line.
       

  • Review Transaction Documents

    • We are not lawyers.  We have, however, been involved in many transactions and have experience reading transaction documents.  We will read through the transaction documents the lawyers have prepared to aid in your review process.  Any items of note we will discuss with you and your legal counsel.
       

  • Coordinate with CPA, Attorneys, and Others

    • So many deals stall or get off track due to lack of communication.  We spend many hours working with your team - making sure everyone is communicating and on the same page for your benefit. 

Contact us to talk about your next steps for Selling or Transferring your Company:

Meeting

What is your plan for harvesting the wealth in your business?

  • Do you want to consider options to 'take some chips off the table' and yet still be involved for growth and a future larger reward?
     

  • Have you identified a specific opportunity to target exponential growth with the right partner?
     

  • Is their a buyer who could share synergies with your business operations to drive greater profitability?
     

  • Do you see market opportunities that could be leveraged by a strategic buyer?
     

  • Would your business be of interest to Private Equity Groups?

Sale or Transfer

bottom of page