|
Buying a
Business: It's a brand new ball game
Unless you have bought or
sold a business in the past, you'll find that buying a business can
be a confusing and even trying experience for the unprepared. That
is why it’s important for you to take the time to read this
explanation of the process. Even if you are a veteran in business
transfers, understanding the process we follow will assist you in working
with our firm.
Getting
Started: Questions and more questions
Before we can help you find
a business there are a few questions you will need to answer so we
can learn more about you, narrow your search, and save valuable time
for all parties involved. Before we go through the steps of buying a
business, here are some preliminary questions for you to consider:
How much money do I have
to put down on the business? The amount of money available for a
down payment and the liquid availability of these funds is a very
important consideration. Generally, you should have at least a
minimum of 50% of the selling price available or be certain that you
can obtain the necessary funds within seven business days. If your
money is tied up in real estate, you will need to liquidate before
we can begin the discovery process and start showing you businesses.
Good businesses sell fast and it is important to be prepared. You
also want to budget enough money for working capital. A basic
financial statement will help us determine your financial picture
and purchasing power.
When do I want to buy?
We will need to know if you are looking to buy
immediately or just thinking about it for the future. In order to be
able to take advantage of good business opportunities when
presented, you need to have the ability to be decisive and move
forward. Working with us requires you to be a serious buyer and be
ready to make a decision once you find the business you like.
What types of businesses
interest me? As a new business owner you will want to make sure
you buy a business that is fun for you. If you are going to work
hard, it’s important to make sure you enjoy what you do. You will
have to assess your interests, skills, experience, and capabilities
to determine the right business for you.
Defining
the Search: Reviewing general business summaries
After answering these questions and you have identified the business
opportunities that appeal to you, we will
provide general business summaries of our exclusive
opportunities to you. Since you are viewing our web site you can see
the summaries of our listings by simply using the Find
A Business link,
or you may:
Subscribe to our Email Alert Service
As a FREE subscriber, you will automatically be notified as new
listings become available, and as you become interested in specific
opportunities, we will provide general business summaries for your review .
Our summaries will show our
profile number, a description of the business, a summary of financial
performance, the reasons why we think it may be a good opportunity
and the asking price. Early on, as you search for listings that
appeal to you, focus on the business and not on its financial
performance or price. It's more important to find a business type
you will enjoy owning than to eliminate a good opportunity by
passing early judgment.
Focusing
on a Few: Digging deeper
As you continue your search,
you will find yourself reviewing one or more business
summaries you want to know more about. This
"digging deeper" step takes your business opportunity
search to a new level.
This new level is one of
mutual trust and obligation between you, us, and the Sellers of
the businesses you're interested in. Now that you are exposed to
the specifics about the businesses you have been considering, your
agreement to keep this information confidential is required. Before
we send you confidential information, we require you to send us your
Buyer Registration Packet, which includes a Non-Disclosure and
Confidentiality Agreement and Buyer Profile.
When you return these
documents to us, we will divulge to you the name and address of the
business you're interested in, along with an informative business
profile for your review. You can obtain a copy of these documents by
selecting the Buyer
Registration link, then print the documents so you may complete
and fax directly to our office.
A word about
confidentiality. Selling a business must be kept very
confidential as any breach may cause employees of a business to
leave, competitors to use it to their advantage, or customers to
take their business elsewhere – especially if they find out before
the seller introduces them to a new buyer. We have a fiduciary
responsibility to our sellers to only show businesses to those
buyers who will abide by the confidentiality guidelines. We take
confidentiality very seriously and it is important that you do as
well.
The
Business Meeting: Face to face
After reading a Business Profile you like and reviewing financial
data, you should be preparing to make a possible offer on the
business. We will answer further questions and may, if indicated,
set up a meeting with the business owner prior to your making an
offer. This is an important step. Not only are you learning more
about the business from the person who knows the most about it, you
are also seeking to tell the business owner as much about you as
possible since you may be seeking installment terms from the
business owner. Often, Buyer credentials are presented at this time.
Our company, the seller and yourself will often be present during
these initial meetings unless we ask you to initially view the
business on your own. If you go on your own, you may view the
business with your spouse, friend, or trusted advisor. You will go
in as a customer, order something (if appropriate), and just observe
the business. While visiting, it is very important that you do not
speak with anyone or ask questions of the business owner, employees
or seller. This could break the confidentiality guidelines. You are
only to ask questions once we have set up an official meeting with the seller.
Making
An Offer
After meeting the business
owner and touring the business, the next step is making an offer for
the business. Making an offer is not a final step. In fact, it
should be viewed as the first of several steps, each of which bring
the Buyer and Seller closer to completing the transaction.
Since this is a privately
held business, the Buyer is obligated to make an offer before seeing
the business' internal financial records. The Buyer must understand
that their offer is always contingent upon the Seller proving his or
her representations. Due diligence is costly and time-consuming, and
it must be done only after an agreement on price and terms is
reached.
It's the Seller's
responsibility to prove everything to the Buyer. Put another way,
your agreement on price and terms will be "non-binding"
until you've had the opportunity to see all financial records and we
have removed all contingencies.
The Offer Price:
Making it work
So how do you determine
the right price to ask for the business? Imagine a
triangle with three equal sides. Each corner has a label. The labels
are Price, Terms, and Cash Flow. The triangle represents "The
Deal" or the potential purchase. The deal can stand as long as
it is standing on two of the three sides. For example, if the price
of a business is high and has strong cash flow to support it, then
the seller should be willing to offer terms that are favorable to
the buyer. In retrospect, if the price of the same business is low
and is considered to be a good value, then the buyer must be willing
to accept terms that are favorable to the seller. Always remember
that a good deal must benefit both buyer and seller and no two deals
are ever the same.
A note on low-ball
offers. It is understandable that you would want to get the
business for a good deal, but it is important to realize that making
a low offer and playing it back and forth will only kill the
process. Eventually the seller will be tired of it and ask us not to
allow you to make any more offers. It is important to ask for a
price that is fair for both parties.
Your Offer to Purchase will
consist of the following:
Terms. Price, down
payment, and agreed-to financing (interest rate, period, etc.).
Contingencies.
Approval of books and records, equipment, inventory, assignment of
leases or loans and any other items that the Buyer requests to be
incorporated into the structure of the agreement.
Conditions.
Non-compete clauses, consulting agreements, training agreements and
other relevant parts of the structure of the agreement.
Buyer Qualifications.
Resume of Business Background and Experience, Financial Statement,
and Credit Report (paid for by buyer)
Good Faith Money Deposit.
Earnest money paid by check in the amount of 10% of the offered
price. This check is not deposited into escrow unless both parties
sign the offer.
Due
Diligence: Clearing the way
You and your advisors -
attorney, accountant and others - will have a specified period of
time to complete your due diligence and remove any contingencies. When due diligence is complete and the
contingencies are removed, the contract is binding. Should the
business fail to pass due diligence, you are free to rescind or
amend your Offer To Purchase.
A word on your
expectations of professional advisors: It is important to make
certain the professionals you retain are transactional and
specialize in business transactions and closings. Attorneys and
accountants that specialize in other practice areas are not
necessarily best suited to represent you when buying a business. We
highly recommend that you work with an attorney and/or accountant to
advise you on matters pertaining to business law and tax issues, but
please realize that they are not in a position to advise you on
whether to buy a business or not, here’s why. The accountant will
be looking for the perfect business in the financials and the
attorney will also be looking for the perfect business on paper.
Although both are a necessary part of the process, the truth is, the
perfect business does not exist.
Your opportunity as a buyer
is to see the weaknesses of your new business and determine how you
can make it better. This is something you will only see. These are
opportunities you should be able to recognize right away. Should you
need further guidance with your decision, we suggest consulting a
friend or colleague who has bought or owns a successful business. He
or she will know what to look for and can advise you from an
entrepreneurial approach.
Network Business Brokers works with several
corporate attorneys and accountants that are experts in handling
business transfers and tax matters and will represent you properly.
Please take a look on our Professional
Partners page for a list of professionals to further assist you.
Want to learn more about due diligence?
Order The
Business Buyer Report.
Financing: Working
with sellers and other financing.
Almost every deal requires
some form of financing. We work with Buyers to help obtain
the appropriate financing for the business being purchased. Often,
this means a Seller’s Note or other form of creative financing.
Whatever the financing requirements, Buyers can expect guidance and
assistance from us in this important area.
Closing: You're in
business
Congratulations! Finally,
the big day arrives and you open the doors of your business for the
first time. There is no bigger thrill, no better feeling than
knowing that you are in control of your destiny.
At
we will guide you along the way and help
make your transition to business owner stress free and simple. If
you haven’t already done so, we encourage you to
Subscribe to our Email Alert Service
and be automatically notified as new listings become available.
You'll have the
advantage of viewing listings before the they go public!
We look forward to helping you get started on your search for your
part of the American dream!
To your success,
Return
to Top of Page
Network Business Brokers,
Inc.
2188 Nesconset Highway Stony
Brook, NY USA 11790
Toll
Free: 1-877-223-2999 |