Posted in Become a Business Owner, Buyers Articles

You are very seriously considering what could soon be your new business. An offer has been accepted, you’re well into the due diligence phase – but the seller is incredibly reluctant to let you meet the staff. What gives?

For a Main Street business (think a small business, not a multi-million dollar business) there is a very real threat to the survival of that business if the for-sale status is divulged to it’s employees too soon.

This threat comes from the pervasive (but almost always untrue) assumption that a business for sale is a business on the brink of failure.

When the staff of a small business hears that the business is for sale, the knee-jerk reaction is to quit en masse – usually taking their regular clientele with them.

The loss of all (or even some) of the staff can be a death blow for a business that doesn’t employ that many people. As such, a seller isn’t going to want a potential buyer to meet the staff until after a deal is closed. If the meeting takes place before closing, the seller runs the risk of the word getting out to their staff, their clients and their vendors that the business is for sale. The rumors can and will spread like wildfire. If the current buyer decides to walk the seller is now stuck with an enormous mess and a complete breach of the confidentiality that is so critical in business sales.

In order to protect the business and retain the employees through the sale, a new owner will typically meet the staff right after closing.

Wait, what if I buy this business and then all the employees quit?

First, this rarely (if ever) happens. People want job stability, so finding out that a business has changed hands but is otherwise fine is not going to elicit the same response as if those employees found out that the business is for sale. Again, hearing that a business is for sale will cause a staff to completely freak out over the fear that the business is weeks away from faltering. Second, any employees that quit solely because the business was sold are probably not the kind of employees you were going to keep as the new owner anyway.

What if there’s one or two very vital key employees? Can’t I meet them?

Maybe. In the Main Street business market each transaction will follow it’s own path. In some instances it might be completely fine to meet critical staff while in others it won’t be. Each transaction, each buyer and each seller will have to figure out what is going to work in their particular scenario.

The point here is as a buyer you will have to come to the table with the understanding that it might not be in the cards for you to meet the staff before closing. Understanding this nuance of small business sales will keep you from getting stuck on this point during the negotiation process and derailing your deal.

Are you considering buying a business and want to know more about why confidentiality is so important? Would you like to know how to best introduce yourself to a new staff? Please ask us! Leave any comments or questions and we would be happy to help.

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

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Posted in Become a Business Owner, Business Broker Why & How, Buyers Articles

Buying a business is a daunting task, and just like you probably wouldn’t go to court without a lawyer or buy a house without a real estate agent – a smart business buyer needs a good business broker to help them navigate the business buying process.

What makes a good broker a good broker?

Adherence To Confidentiality

When you first inquire about a particular business, you shouldn’t immediately get a seemingly automatic reply with the NDA (non-disclosure agreement) to sign. If you are able to gain access to confidential business information about a business that is for sale without a broker asking you anything about yourself – that broker is not doing their job. One of the most important functions of a business broker is to keep the confidentiality of businesses that are for sale. A breach in confidentiality can be disastrous for a business, and a big part of maintaining confidentiality is determining if the buyers who are inquiring about this business are even buyers at all. You might be a competitor trying to find out if you can steal the best sales staff. You might be someone who can’t possibly afford to buy this business and therefore have no reason to gain access to confidential information. You might be an employee who is trying to find out what your owner is up to so you can warn your fellow employees about the for-sale status of the place you work.

The point here is that it can be a bit frustrating as a buyer when you aren’t able to get the information you need immediately. It can seem intrusive that a broker wants to have a conversation with you about your finances and your work experience – but these practices are what you want to see. This diligence where confidentiality is concerned is what separates the good brokers from the bad.

Availability And Timely Responses

A good broker is busy. They are meeting with sellers, they are assembling comprehensive marketing packages for buyers, they are taking pictures and shooting videos, they are having conversations with other buyers, they are working out commercial leases with landlords and property managers – the list goes on and on. Many new buyers get frustrated when a call (or ten calls in five minutes) goes unanswered. Understand that if your broker is good at their job they won’t always be available. You aren’t their only client – and you shouldn’t be.

A good broker will find the time to address your concerns, answer your questions and negotiate with the other parties on your behalf. Just realize that it might not always be an immediate response and that any delay means that your broker is doing their job. 

Negotiation And Tied Hands

Buying a business is a long and often very frustrating process. Why? There are many personalities and the inherently complicated nature of a small business to contend with. In a transaction there can be buyers, one or more sellers, the buyer’s broker, the seller’s broker, the buyer’s attorney, the seller’s attorney, the transaction attorney, one or more business accountants, the property owner, the property manager and maybe even a few key employees. If you’ve ever tried to get four people to agree on where they should go for lunch, you can guess that trying to get all of the parties involved in a business transaction to agree on a complicated purchase agreement can be a monumental task. Within that task your broker acts as a negotiator and as a buffer between all those involved. This means that when you ask for something from the other side, your broker’s hands are tied if the other side is dragging their feet or refusing to cooperate.

The point here is the most successful business buyers are also the most patient, and they also understand how complex their transaction can be.

Managing expectations is an important part of the successful purchase of a business – so find a broker who wants to have in depth conversations about your goals for business ownership, your experience and the capital you have available to invest. Look for someone who answers your calls and emails in a timely fashion. Once you have a good broker understand that there are a great many things about a business transaction that they can’t control. Be patient and realistic – it’s the best way to set yourself up for the purchase of the right business for you.

Do you have more questions about the business buying process? Would you like to know what information is required for the NDA and why we require that information? Please leave any questions or comments here and we would be happy to help.

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

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Posted in Become a Business Owner, Buyers Articles

If you are new to the business buying process, there are several steps that can seem very uncomfortable – like having to give potential sellers, business brokers and your possible new landlord access to proof of your finances (so those involved in the transaction can see proof that you can, in fact, afford the business you are about to buy). While initially unpleasant these steps are critically important for a successful business purchase.

One of the steps for new buyers that can seem unpleasant is the signing of non-disclosure agreements, or NDAs – but it is also one of the most important.

What is the NDA and why do you need to sign it?

The NDA is an agreement that says you will not disclose any of the information you are about to be given on a particular business – including the fact that it is this particular business that is for sale. Each business you request access to will require it’s own NDA, so the longer you shop for a business to buy, the more NDAs you will have to sign.

Confidentiality in business sales is of the utmost importance, so for the protection of the business and the protection of the seller the NDA is a must before any information is given to any potential buyer. It provides the seller of the business with legal protections – meaning legal consequences for a careless buyer who discloses anything about the business to someone they shouldn’t, even telling someone inappropriate that the business is for sale. Without this confidentiality people like the staff, the customers and the vendors might think the business is for sale because it is on the brink of failure (almost never true when a business is for sale) and will leave the business for better prospects somewhere else.

The importance of non-disclosure means if you as a buyer are uncomfortable with signing the NDA, you aren’t going to be able to buy a business. The NDA can’t be changed to suit your tastes, it can’t be amended to take the legal risks for you away – it is what it is. Sign it or don’t, but no seller in their right mind will allow a buyer anywhere near their business or their books without this all-important legal protection.

If it is the legal repercussions you are concerned about – you shouldn’t be. All you have to do is keep the information you are given to yourself. That’s it. If you tell your neighbor’s wife in a casual conversation at the mailbox that the business is for sale or you talk to your barber about the last three years of tax returns you’ve been shown – those potentially devastating disclosures will land you in hot water. If you talk to your broker, your attorney or your CPA about this business you are thinking about buying – there will never be a need to enforce the legal repercussions of the NDA.

NDAs are good for you as a buyer because they keep all potential businesses on the market safe from the disasters an inappropriate disclosure can cause. You don’t want you brand new business adventure to have been damaged by another careless buyer. You also want access to all of the proprietary and financial documentation possible before you buy so you can sure about your purchase before you write a big check. The NDA provides for both.

Don’t be nervous about signing the NDA, as long as you do what’s asked of you by keeping the information to yourself – it will get you one step closer to owning your own business.

Do you have questions about the legal repercussions of the NDA? Would you like to know more about the process of buying a business? Ask us! Please feel free to leave any comments or questions here and we will be happy to help.

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

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Posted in Business Broker Why & How, Sellers Articles

If you are selling your business, it isn’t just the opinions of business buyers you need to contend with.

Business buyers typically come with an entourage – an entourage with very strong feelings about the sale of small businesses.

Who’s in this entourage?

There are spouses and in-laws who are very interested in how much money is going to be spent on a new business venture. There is a severely inexperienced real estate agent friend who wants the commission for helping with the purchase of the business – and as this is the friend’s first foray into business transactions they have no idea what they’re doing. There’s an uncle who’s a CPA for a school district who knows absolutely nothing about business transaction accounting – and this uncle will happily advise your buyer that your very fairly priced business should only be listed for a third of what it is. There’s a buddy from the gym who read an article about earn-outs and now thinks every small business sale should be done that way. The list can go on and on, but you get the drift.

This well-meaning but ill-informed entourage can play havoc in a business transaction. They can undermine negotiations and cause rewrites of contracts. They can even kill a deal. While they will always be there – there are things you can do as a seller to combat their terrible advice.

What can you do? Be prepared.

You can hire an experienced and professional business broker who will be your buffer with this entourage. They can keep inexperienced pseudo-brokers out of the deal, help you hire the right professionals to get your business ready to sell and they can use their experience to negotiate on your behalf with whatever entourage member is currently causing issues.

The buyer’s inexperienced CPA uncle won’t be necessary if you’ve had a CPA who is familiar with business transactions and valuations set up your books so any buyer can clearly see where the cash flow is coming from.

You can have your business records in order, with everything from receipts to contracts neatly organized and all of your financial data inputted to accounting software that will allow any buyer to see the day-to-day, month-to-month and yearly numbers.

You can also mentally prepare for this inevitable part of selling your business. If you know that ridiculous advice is inundating the buyer’s side you are less likely to be offended past the point of no return when some of that ridiculous advice starts to mess with your deal. By staying patient and staying the course you are much more likely to have a successful closing.

The point here is your best course of action when dealing with a buyer’s entourage is patience and preparedness.

Do you have more questions about how to prepare your business for sale? Would you like to know more about what a business broker can help you with? Ask us! Leave any questions or comments here and we would be happy to help.  

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

No Comments »

Posted in Become a Business Owner, Buyers Articles

Once upon a time, it was the American dream to own your own business.

Kids grew up in world where the example of entrepreneurial blood, sweat and tears was the only path to a better future for yourself and for your family.

Fast forward to today. Today’s kids get roped into enormous amounts of student loan debt because the new path to the American dream is a higher education. An expensive higher education. An expensive higher education that doesn’t necessarily mean a job on the other end. Que the trend of college grads moving back into mom and dad’s place.

This push for higher education at the expense of all other walks of life hasn’t made anyone any happier or any richer than the generation before. In fact, it’s put a large part of the millennial generation in a financial hole they might never come out of.

What has this push for higher education done to the entrepreneurial spirit? It’s choking the life out of it. If you come out of four, six or eight years of higher education you are probably in no financial position to take on the financial risk of owning your own business. You’ve also spent the last handful of years outside of the workforce. You may have learned a lot, but the learning wasn’t of the practical nature best suited for business ownership.

We’re not saying that higher education is a bad thing. What we are saying is it doesn’t have to be everyone’s path. If you see yourself 10, 20 years down the road as the owner of your own business – there’s no need to wait. You don’t need a lofty or expensive degree to be a great entrepreneur. You need drive and passion.

Instead of asking your folks to send you to college, maybe the better path would be to invest in a business. Buying an existing business can be less risky than starting from scratch and it allows you to take the reins from a seller who will be able to train you.

If your parents aren’t thrilled with the idea of you going-it alone, then maybe a family partnership is in the cards. There are also ways for a millennial entrepreneur to fund a business purchase through the Small Business Administration (SBA). Ask a business broker about what opportunities would be available. You might be surprised with what’s possible!

If entrepreneurship is for you, there’s no need to saddle yourself with student debt to get there. Talk to a business broker today about your goals for business ownership and the capital you have available – and they will be able to help you decide on the best entrepreneurial path for you.

Do you have more questions about how to get funding for the purchase of a business? Would you like to know what a family partnership might look like? Ask us! Leave any questions or comments and we would be happy to help.

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

No Comments »