
If your business has been a
success, you've probably had to pour most of
your time, energy, and money into it for what may seem like forever. You
may see your company as an extension of yourself, and it may be hard to even
imagine life without it. In some cases your entire family may have depended
on the business, discussed it endlessly around the dinner table, used it
as an education and a proving ground for the children, and practically made
it into another family member!
On the other hand, your
business may have been only marginally successful, and something you can't
wait to get rid of. Or, perhaps you entered into the business with the idea
that it would be a short-term opportunity and that you'd sell out whenever
you got a decent offer.
Whatever your situation, selling
your business will be one of the most important things you'll ever do, because
unlike virtually every other business decision you've made over the years, you'll
only do this once. You get a single chance to put a price tag on possibly
years and years of effort — and once you sign the sales documents,
it's over.
You'll come out way ahead, both
financially and personally, if you make an effort to understand the steps
in selling, formulate your plan carefully with the help of your professional
advisors, and, when the time comes, take the time to negotiate a price and
terms that satisfy your reasons for getting out of the business.
Even if you think you're many
years away from selling out, you should consider
what your heirs or successors would have to do if you died unexpectedly.
If you don't have a workable exit strategy in place, you (or your heirs)
may have no choice but to liquidate the business and sell off the assets
piecemeal, getting nothing for the goodwill you've built up over the
course of the years.


At the outset, it's important for you to sit down and
do some serious thinking about what, exactly, you want from the sale.
Do you want an all-cash deal, so
that you can wash your hands of the thing? Or would you be willing to finance
part of the sales price? Is it important to you that your daughter, for example,
remains with the business? Are you looking for a buyer who'll continue your
business traditions? Do you want certain tax advantages in exchange for a
lower purchase price? Is there some minimum price (say, a round number like
one million dollars) that you must get in order to be happy?
If you're thinking of selling
because you want to retire, it's a good idea
to think about how much money you need to retire on. Then, you can compare
that with thevalue of your business to see whether your plans are realistic,
or whether you can afford to be more flexible on terms of the sale.
As with most things in life, you'll
have to make some compromises. Rarely does a sale completely meet all of
the seller's objectives — or all of the buyer's.
If you insist on getting all the money at closing, you'll
almost surely have to compromise on price. On the other hand, if you're willing
to finance part of the deal, you may get a higher offer. The more flexible
you can be on terms, the closer you'll get to realizing the top-dollar value
of the business.


In a perfect world, you'd
sell when the national economy was humming along toward a peak in the business
cycle, when your industry was "hot" among Wall Street investors,
and when your particular business was having a banner year with next year
looking even better. That's the time you'd be most likely to receive the
most cash on the barrel. The same considerations come into play if you receive
an unsolicited offer to buy your business — you'll get the best offers
when you are riding high.
However, even the brightest economists
can disagree about where the economy is headed
at any given point in time, and your industry's moment in the sun may have
passed years ago (or may never come). Your decision to sell out will probably
have much more to do with your personal circumstances than what's happening
on Wall Street. The point we're making is that, everything else being equal,
you should aim to sell when things are good, rather than not-so-good or downright
ugly.

Regardless of the state of the economy or
your industry, there are a number of things you can do to shape up your business
to make it more attractive to purchasers. Much as a homeowner would give the
house a new coat of paint, repair anything broken, and even put some big flowerpots
on the front porch before putting the house on the market, you should spruce
up your business as much as possible. This is likely to take a year or more,
unless you want to make it completely obvious to purchasers that you were "window
dressing" in anticipation of selling out.

On average, once your business
is on the market, it will take about a year
to find a buyer and complete the deal. If you are planning to sell to family
members or key employees, there are special opportunities to save money and
taxes, but many of the more creative methods can take three to five years
to put into place.
All these factors make it clear that
if you know you'll want to sell by a certain point in time, you should start
planning for it at least a couple of years in advance. After all, the classic
definition of "market value" is the price at which property would
change hands between a willing buyer and a willing seller,
neither
being under compulsion to buy or sell, and both having reasonable knowledge
of relevant facts. While a deal can sometimes be put together in six months
or even less, plainly, your best chance of receiving market value for your
business is to allow plenty of time for the sale. Otherwise, you may feel
pressured to take the first offer you get, or to accept terms that are
less than favorable to you. Worse yet, you may not find a qualified buyer
at all.
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