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We always recommend the book 'A quick Reference guide to selling your
business” by Ken Gorman, which covers all the key aspects to selling
your business, is written by a respected broker, and has a UK focus.
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Rightly so, this is the first question everyone asks. While the only
reliable answer is “it's worth what someone's prepared to pay for it”
there are general market averages to consider. In SMEs, on average a
business will be worth between 2 and 4 times the EBITDA. (E.g. If you
make £200K per year in EBITDA it's worth £400K - £800K) To give some
context, a business that's highly dependent on the owner, which has
older equipment, not much documentation in place and high customer
churn will represent a higher risk to the buyer, so will command a
lower multiple. A company with a management team in place to run the
business after the sale, with modern equipment and established
long-term customer relationships and or reoccurring revenue will be a
safer bet and therefore carry a higher valuation. The larger the
revenue (£5M+) the higher the multiple too. There are many factors
which affect valuations, and there are also several ways of reaching a
valuation. If in doubt, reach out to market experts. (Just be careful
of brokers who give a unrealistic sky-high valuation, but want an
upfront “listing fee” to begin. The most widely accepted rule of thumb
is to use a multiplier of the profits of the company)
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Much like preparing the sale of a house, it's best to ensure all
documentation is in order. While your years of experience give you a
good “gut feel” for customers and staff, a buyer will likely want
written contracts and assurances to back up what you're telling them.
Most buyers won't want to run every aspect of the day-to-day
operations of the business. Think about which existing staff members
can learn parts of your job, to enable you to gradually step away from
the coalface. This gives buyers confidence the business won't crumble
once you're gone. Get your books in order. Nothing kills buyer
confidence more than when numbers don't stack up, or when they're
found to be different to the initial conversations after due diligence
begins. These things take time, so the earlier you can plan, the
better.
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There are many ways to reach an agreement. Commonly, a buyer will have
a % stake of their own cash and will borrow the rest of the money to
achieve the value agreed in their offer. While sellers want to receive
all of the money on the day of completion, buyers will look to pay a
percentage of the total value on completion, with the balance being
paid over an agreed period. This deferred payment is made from the
profits of the business, so gives buyers more confidence that the
seller believes the company will remain profitable after their
departure. There will be very few buyers who pay 100% of their own
cash on day one, in most cases they will look to raise finance against
the assets of the business (plant & machinery, property, debtor book
etc..) Bear in mind that businesses with lower assets or a larger risk
profile will likely need a higher degree of deferred payments or even
an “earn-out” to get a deal done. There *may* be someone out there who
will pay all in cash on day one, but how long will it take to test out
this theory, and given their liquidity, how many other options do they
have?
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There are pros and cons to each, and ultimately it depends on you.
Specialist brokers help advertise your business and have access to
networks of people who may be interested in your company, however the
fees can run into tens of thousands and once you've paid their upfront
fees, you're exclusively tied to them until the business sells (or you
are forced to give up…) Sadly over 80% of businesses listed never
sell, leaving owners stuck with no option but to close their doors.
Private buyers tend to have a firm acquisition criteria so can act
quickly. There will be no listing fees involved, but consider that a
private sale has no one to “broker” the deal and keep everyone working
together.
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If we aren't a good match, and you still wish to pursue selling your
business, we have a network of other individuals and contacts with
brokers that we'll happily introduce you to.
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The depth of the Due Diligence process depends on the buyer, and the
complexity of your business. The buyer's legal people have a range of
“checks” to carry out on the business such as checking you're the
legal owner, ensuring employee contracts are in place, looking at
leasehold agreements to make sure the company won't get evicted any
time soon and many other items. It can feel like an inquisition, but
the buyer isn't looking to catch anyone out, they just need to be sure
of the foundations of the business. There will also be audits carried
out on the finances and tax returns to ensure the books are correct.
You won't be expected to know the answer to every aspect, work with
your lawyer and accountant. If there are issues you know about,
highlight them early rather than waiting for them to be found. There's
a way around most things if both parties work together.
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To ensure there's a smooth transition between owners, typically, the
exiting owner will be asked to stay behind after the sale to handover
and provide consultancy to the new owner. The length and type of work
expectations can vary per agreement, but generally, it will range from
3 to 6 months while the new people find their feet. Sometimes if a
bank is financing the deal, they'll like to see a longer post-sale
consultancy to minimise any risk.
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We're not interested in wasting your time (and ours) with embarrassing
low offers with the hope of exploiting the current global situation.
We are interested in having honest, open conversations and ultimately
paying a fair price for a great business. Every transaction is
different, but this is how we typically work: 1 - Get in touch - send
us an email, set up a Zoom meeting or give us a call on + 44 (0)20
3290 3037. 2 - Intr oductory meeting. We're always available to chat
confidentially about your situation. (We're happy to shoot over an NDA
at a moment's notice.) On our first call we'll talk at a high level
about your business and your goals. There's obviously no pressure to
take things further. 3 - Explore further. Based off our initial call,
we'll schedule a meeting to talk face - to - face . We're happy to
come to you to take a look at your business if you're comfortable
(otherwise we're happy to keep talking virtually) and we'll aim to
quickly come to a ballpark valuation. At this stage, if we're both
still keen to keep things moving we'll sign a Letter of Intent which
allows us to confidentially look closer at the key details of your
business. 4 - Agree on terms. Once we've spent some time looking into
the business in detail we'll be in a position to agree on the final
terms. Our goal here is to arrive at terms and a price everyone feels
good about. 5 – Due Diligence. We'll both need to assign our legal
teams to support leg al and financial due diligence. This can be a
strenuous task, so we'll schedule weekly calls to keep things moving
along and provide a good opportunity to discuss any matters that
arise. 6 - Close. Now, we just need to draft the documents, close the
deal and transfer funds. You'll be able to see a post - investment
plan so you can be comfortable with what happens next.