There are no two business sales that are alike. A typical transaction, however, will involve the following Selling Process:
- The vendor decides to pursue an exit strategy by selling their company.
- The vendor assembles a business sale team, which includes a legal representative, an accountant, and a business broker.
- The vendor chooses a business broker who is appropriate for his industry.
- The vendor schedules an initial appraisal meeting with the broker and decides whether to proceed with:
- Beginning a period of implementing improvements to the business’s performance and structure (Business Value Creation), or
- To begin the selling process as soon as possible.
5. When the vendor and broker agree that it is time to sell, they sign a Letter of Engagement to retain the broker to market the business.
6. The process of sale preparation begins, and the vendor provides all necessary documentation (accounts, asset lists etc.).
7. The broker creates a Valuation report to determine the overall deal value, potential deal structures, and appropriate asking price / marketing strategy.
8. The Marketing Brochure (Sales Information Memorandum and Full Information Package) is created by the broker.
9. Both the Valuation Report and the Marketing Brochure are signed by the vendor.
10. The broker collaborates with the vendor to ensure that all supporting documentation is prepared for buyer inquiries and the subsequent due diligence process.
11. The broker then moves on to market the company.
12. All buyer responses and inquiries are managed by the broker (see Buyer Management):
- Buyers are screened for suitability.
- Before receiving any further information, each buyer must sign and return a Non-Disclosure Agreement (NDA) / Confidentiality Undertaking.
- The buyer will receive the Sales Memorandum (an overview of the business structure, products and services, and financial performance).
- Any questions from buyers are directed to the broker.
- The broker arranges a meeting between the vendor and the buyer, either at the business premises or elsewhere.
- The buyer will receive the Full Information Pack (financial statements, asset lists, etc.).
- The broker is in charge of any additional questions and meetings.
13. A buyer makes an offer to the broker.
14. The broker discusses the offer with the vendor to determine the best response.
15. Negotiations continue as needed, mediated by the broker, until an offer is accepted.
16. The buyer’s and/or vendor’s legal advisors draw up a Heads of Terms Agreement, which is signed by both parties.
17. The broker now coordinates the transaction process.
18. The buyer, along with their accountants and lawyers, conduct due diligence.
19. The buyer’s lawyer draws up the Share Purchase Agreement (SPA), which is then reviewed by the seller’s lawyer.
20. The SPA is negotiated and agreed upon, and the sellers prepare a Disclosure Letter detailing the company’s status and disclosing all material matters to the buyer.
21. Once everything has been agreed upon, the buyer releases funds to their lawyer and a completion date is set.
22. Sale complete: It’s time to pop the cork on the champagne!
If you’re looking to buy or sell a business, get in touch with Yorkshire Change. We take care of the whole process for you