Selling Your Business: Getting Started with a Business Broker
By Trip Holmes
I’ve been working with families to sell their middle-market businesses for nearly 35 years. What I love about my work is that it’s as exciting, fresh, and new to me as it was in 1984, when I first helped a client sell his marina and boat operation on the North Carolina coast.
But to stay good at my job, I’ve always thought I needed to be empathetic to those sitting on the other side of the conference table during my consultations. For almost all my clients, selling their business is a one-time, life-defining event. And I need to always give this dynamic the proper reverence and respect.
So, I like to begin any new relationship and potential M&A journey with not only learning about the owners and their business, but also explain—and hopefully put them at ease in the process—of how we get started. Often in life, when we know what to expect at the beginning, we can seize what we think is a little control and make decisions more peacefully and effectively.
I think the best place to start is by planting a flag for confidentiality. To this end, we enter a mutual non-disclosure agreement. Both parties, the business owner and myself, need to abide by the fact that any disclosure of shopping the business for buyers or investors can disturb or even wreak havoc on family, management, and employee morale, not to mention the day-to-day operations of a business. Thus, it’s important that the scope and details of our work together are kept in close confidence.
Sharing the Secrets
Most, but not all of the time, middle-market companies are closely-held, privately-held, or family-owned. Thus, much of what a business owner needs to share with her business broker is not public knowledge. It’s important to securely share the company’s most guarded information, such as financial statements, bank records, and legal documents. Not surprisingly, this is where a lot of folks start squirming, but I like to tell them that one of the perspectives where we offer our best work is in proprietary, “off the balance sheet” work. While it’s certainly true that a company’s financial and legal/compliance health are key drivers of successful transactions, it’s often the proprietary aspects, such as leadership, customer loyalty, special offerings, and more that deliver those results that exceed expectations.
Time to Sign
After consultation, if we mutually agree that we can achieve a great outcome, it’s on to an actual engagement agreement, accompanied by a retainer that we’ll use to compensate our own time and perhaps that of third-party specialists (such as professionals who focus solely on valuations particular sectors). The retainer fee will simply and clearly align with the scope and complexity of your project, whether it’s a knowledge-based business or a more complex manufacturing operation with multiple campuses. Ultimately, these funds will go to producing a full confidential information memorandum, a robust document that we use to develop a target buyer database and marketing plan for your business.
While we provide this early situational analysis to set your expectations for the sale journey, we also shepherd you after our initial meeting through oversight of partners needed, such as appraisers and other valuation specialists, making us your main point of contact throughout the cycle of your transaction. Whenever the need to incur costs arises, we’ll make sure you understand the need and see appropriate documents and disclosures.
Stay tuned, as we’ll be back to explain what happens next in the journey of selling your business.