How An Innocent Conversation Can Mean The Destruction Of Your Deal: Buyers, Sellers + Confidentiality

Confidentiality is a big, big part of business sales.


What is confidentiality? When a business is for sale, the only people who should know that it is on the market are the seller, the business brokers and attorneys involved and qualified buyers who have signed the appropriate non-disclosure agreements. That’s it.


Most people new to the process don’t understand the importance of confidentiality. When you are buying a business, you want to know absolutely everything about the business so you can make an educated decision. When you are selling a business, you want to get the word out there so you can reach the most possible buyers. Confidentiality seems to stand in the way of those two goals, right?



It does, and it doesn’t. Sure, confidentiality makes it a little more difficult to spread the word or gather information, but there is a very big reason why confidentiality needs to be in place. Without it, a business stands to lose – a lot.


What can happen if confidentiality is breached and the for-sale status of a business gets disclosed? We’ve seen an entire staff quit and move to the competition, taking all of their regular customers with them. We’ve seen customers stop frequenting their once-favorite establishments. We’ve seen clients who are under service contracts cancel their contracts in favor of a more stable company. We’ve seen the local competition move in for the kill. Bottom line? It can be a disaster.


I signed the non-disclosure agreements and I’m not going to tell anyone, why is this such a big deal?


Here’s why. Most of the time when a business gets inappropriately disclosed it’s not because someone was shouting from the from the rooftops. A seemingly innocent conversation can derail a deal and hurt a business. Here’s an example:


A client was flying in from out of town to get a first look at a restaurant he was already very interested in buying. He had signed the appropriate non-disclosure agreements and hadn’t told anyone he knew the name of the restaurant or exactly where it was. On the plane, he strikes up a conversation with the woman sitting next to him. She tells him the name of the exclusive gated community where she lives, and he says “Hey! That’s where I’m going too! I’m thinking about buying the restaurant in that community!” She now knows that the restaurant is for sale, so when she gets off the plane a few hours later she casually mentions the conversation to a friend in the same community. “What a small world, right?” Within a few days the entire community knows about the for-sale status of the restaurant, including the restaurant staff who panic and quit en masse. This seemingly innocent conversation between complete strangers caused serious staffing issues and nightmare for both the business seller (who now has to find, hire and train almost an entirely new staff) and the buyer (who now has to take over the business without the experienced employees they were going to depend on). 


The most important thing that you can do as both a buyer and a seller is keep the for-sale status of a business to yourself!


Are you a buyer who wants to know more about how you get information on a business without breaching confidentiality? Are you a seller who wants to know how you can keep your business sale a well-guarded secret? Ask us! Please leave a comment or question here, and we will be happy to help.




Michael Monnot





What An Earn-Out Is And Why It’s Probably Not For You

When you’re in the business-for-sale market, it can take some creative deal making to put together an agreement that makes everyone involved happy – and sometimes that creative deal making involves an earn-out.



What is an earn-out?


This type of arrangement is typical when the value of a business to a seller is much higher than the value to a buyer, usually because of expected future earnings. Here’s an example:


A small boutique clothing manufacturer has recently secured a major contract with a very large retailer, a contract that will significantly raise the value of the business over the course of the next few years. The seller of the business, who has worked long and hard to secure this deal, wants to be paid for the future value of the business. A buyer, on the other hand, only wants to pay for what the business is currently worth – not including any potential future earnings.


One way to bridge this massive valuation gap is the earn-out.


How does it work?


A buyer pays the seller an initial amount, then (as in our above example) as the boutique manufacturer reaches certain milestones with the new large retail contract, the seller gets paid for those milestones. In an earn-out the valuation gap is bridged by paying for the future earnings as they happen instead of paying for the promise that they might.


Is an earn-out for me?


Not likely. As you can see from the above example, an earn out requires a very specific set of circumstances. Most business deals involve seller financing or loans from the SBA (Small Business Administration) instead.


How do I find out if an earn-out would be appropriate for a business I’m selling or considering buying?


Ask your business broker. Any experienced and qualified business broker will be able to advise you on the right type of deal for your business or for any business you are considering.


Have more questions about creative deals? Want to know if an earn-out is for you? Ask us! Please feel free to leave us a comment or question and we would be happy to help.




Michael Monnot




Why “How Long Will This Take?” Is The Wrong Question For Business Buyers

How long does it take to buy a business?


This is a common initial question as a business buyer begins their search – but it’s not a great question.



First of all, it’s almost impossible to answer. Every small business is unique, and as such no two business purchase transactions happen on the same timeline. It typically takes about six months for a new buyer to enter the market, find and purchase a solid business. Please understand that this six month time span is by no means a hard and fast truth. The length of your transaction will be contingent on many, many factors.


Second, this isn’t the question you should be asking if you are thinking about buying a business.


Ask these instead:


What businesses could I realistically buy with the funds I have available?


Do you have the capital ready and available to buy and run a business? This isn’t anything like buying a house or a car. You can’t walk in with zero funds or only a small percentage down and expect to finance the rest. Not only do you need to have (at the very least) a substantial down payment (if seller financing is an option or if you are looking at third party financing like a loan from the Small Business Administration (SBA)) you also need to have enough funds to retain some working capital that will be needed to pay for things like new inventory, payroll and the like when you first take over.


A note here: You don’t have to have an enormous amount of money to invest in the purchase of a business. There are many very affordable options in the small business market! You just need to be realistic and conservative with the funds you do have in terms of what business you buy. 


What kind of businesses meet the goals I have for business ownership?


Many new business owners walk into the business market under the mistaken assumption that anyone can own and run any type of business. Nothing could be farther from the truth. To keep your business profitable, you will need to be able to both navigate and compete in the market you are in. If you have little to no relevant experience in your business, if it’s a business too large for you to handle, if the business has hours or ownership responsibilities that don’t mesh with the personal life you want to have – it’s not going to work. 


Don’t make the mistake of asking the wrong questions. Talk with your business broker about what your financial means are and what type of business would best suit the goals you have. Starting with the right questions will make you a more successful business owner in the end.


Are you thinking about buying a business? Do you have questions about seller financing and the best type of business for you? Ask us! Leave us a comment or question here, and we will be happy to help you.




Michael Monnot



Why Would Anyone Sell A Perfectly Good Business?


If you are someone who is interested in buying a business, you are looking for a profitable business that has a good share of the market and a great location. You are not going to be willing to buy a business that is on the fast track to failure and bankruptcy, so as you begin searching for businesses you may have pondered the question…


Why would anyone sell a perfectly good business?


This question is a very important one to ask as you search for businesses, and it is a question that any business seller should be willing and able to answer. If you are unable to get an answer to this question from a business owner, this is a major red flag. Most reasons for selling a business have very little to do with the business itself. A large percentage of the time a business is on the market because of the personal life of the owner.


Let’s look at some reasons for selling that have more to do with the owner than with the business:


Retirement. This one goes without saying. An owner who is ready for another chapter in life is willing to sell a perfectly good business so they can move on.


Divorce. When husbands and wives are partners in a business, sometimes the business gets sold as part of the divorce.


Partnership disputes. Most partnerships start well, but not all end that way. If there is a breakdown in a partnership where both parties want out, it can mean putting the business on the market.


Medical reasons. If the owner or a member of their family has a medical condition that will take precedence over the business, or will keep the owner from being able to run the business, the business will likely end up on the market.


The kids decided not to follow in the family footsteps. Many small business owners have their children work with them in the business, but when the time comes for mom and/or dad to retire, sometimes the kids want to do something else.


There are many reasons that a perfectly good business ends up on the market, the key is to find out the real reason the owner is looking to sell. If the reason has little to nothing to do with the business itself, then you are looking at a potentially great business acquisition.


Are you looking for a business to buy, but have come across many that seem too good to be true? Do you have questions about how to find out the real reason a business is for sale? Ask us! Leave us a comment or question here, and we look forward to working with you on your road to business ownership.




Michael Monnot



Buyer Patience: Why Instant Gratification Is Impossible In The Business-For-Sale World

We live in an amazing time. You can order something from your phone and have it almost immediately. If you have any question about anything in the world, the answer is at your fingertips. The sheer speed at which life can happen has turned us into people who are not only used to instant gratification – we expect it. If you are buying a business, the expectation of instant gratification can be a big problem.




There aren’t many things in the business buying process that can be rushed.



I’m about to spend a ton of money, why do I need to be patient?


There are a lot of reasons. Here’s a few:


A business broker can send you a Non-Disclosure Agreement (NDA), a standard in all business sales, electronically for you to sign on your phone – but you aren’t going to get that NDA from a decent broker until they’ve had a chance to actually talk to you. Signing a NDA for a business that would never work for you is a colossal waste of your time, so any broker worth their salt is going to ask you about your goals for business ownership, the amount of capital you have to invest and your practical experience. They’ll use that information to put together a list of available business listings for you to look over. If there’s one (or more) that catches your eye, then they’ll send you the e-sign NDA.


Once you’ve looked at the marketing package for a business most buyers immediately want to see the physical location. This isn’t a good next step, and it’s also nearly impossible to do an impromptu site visit. Businesses survive the for-sale process because the entire process is kept quiet except for those who need to know and have signed the appropriate non-disclosure documents. A site visit usually requires seeing the business either before or after business hours when no staff or customers are present and also needs to be coordinated between the schedules of the seller, the seller’s broker, the buyer and the buyer’s broker. A better next step is to come up with a list of questions and schedule a conference call or meeting with the seller off-site and see if the business would be the right fit – long before you step foot in the physical location.


If you like the business, then you can put together an offer and submit it to the seller. You probably aren’t going to get an immediate response. Purchase contracts/offers are usually fairly complex and a seller has to be given time to fully review what you’ve submitted and time to come up with a counter-offer if that’s the path they want to take. The back-and-forth of negotiations also needs to pass through the business brokers on both sides to keep the deal on track (by eliminating the possibility of one side taking offence to the other and killing the deal). This takes some time as broker emails and phone calls from one client can’t (and shouldn’t) be answered while in a meeting or on a call with another client.


If you and seller come to an agreement on a purchase contract due diligence can begin. This part of the process involves you requesting to see things like tax returns, contracts, inventory lists and the like. Due diligence doesn’t typically begin until you’ve received all of the documentation you asked for, so you shouldn’t need to worry about the clock starting on the due diligence period you’ve agreed on (typically 2 weeks) if it takes the seller a bit to fulfill your list. Remember that they are still running what you hope will be your new business. You probably don’t want them to take their focus off your future business so they can gather documents when they should be helping customers.


See a theme?


Buying a business isn’t like walking into a car dealership and driving off the lot the same day. Business deals take time, they involve a lot of moving parts and need to accommodate the schedules of many people. To be successful in your business ownership journey you need to come into the process understanding that a good deal of the process is out of your hands – and that a healthy dose of patience will serve you well.


Have you been looking for businesses to buy and have been frustrated by the pace of the process? Do you have questions about what a reasonable timetable should look like? Ask us! Please leave any questions or comments and we would be happy to help.




Michael Monnot


Michael Monnot


5111-E Ocean Blvd
Siesta Key, FL 34242

Michael Monnot


9040 Town Center Parkway
Lakewood Ranch, FL 34202


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