Why Should You Hire a Business Broker To Buy or Sell a Business?
Buying or selling a business is a complex and challenging endeavor that requires careful consideration and expertise. Attempting to manage the process on your own can quickly become overwhelming and complicated. This is where the expertise of a professional business broker becomes invaluable. A business broker can guide you through every step, ensuring a smooth and successful transaction. In this blog, we will explore the key reasons why hiring a business broker is essential when buying or selling a business.
Table of Contents:
- Difficulties in Selling a Business Without a Broker
- Difficulties in Buying a Business Without a Broker
- How Can Business Broker Help?
- Maintaining Confidentiality During the Sale of a Business
- Conclusion
Difficulties in Selling a Business Without a Broker
Many business owners attempt to sell their businesses independently to save on brokerage fees. However, as they progress, they often encounter numerous unforeseen challenges that complicate the process.
Here are the common problems they face when selling a business without a broker:
- Inaccurate Business Valuation: Business owners often struggle to properly value their business, leading to pricing it too high or too low.
- Poor Presentation: They may not know how to present their business in the most appealing way to potential buyers.
- Attracting Buyers: Without professional assistance, attracting the right potential buyers can be a significant challenge.
- Maintaining Confidentiality: It can be difficult to keep the sale confidential from employees, customers, and competitors.
- Identifying Serious Buyers: Distinguishing between serious and non-serious buyers can be time-consuming and frustrating.
- Creating Competition: Without a broker, it is challenging to create a competitive environment among potential buyers.
- Evaluating Offers: Business owners might not know how to evaluate offers in terms of their full value or how to structure the sale to make it financially attractive to buyers.
Difficulties in Buying a Business Without a Broker
Buying a business is a complex and challenging process that involves finding the right business, negotiating terms, and completing the deal. Without the expertise of a professional broker, buyers can face numerous obstacles.
Here Are the Common Problems Business Buyers Encounter Without the Assistance of a Broker:
- Limited Access to Listings: Buyers often have limited access to off-market listings or businesses not publicly advertised, making it difficult to find suitable opportunities.
- Time-Consuming Process: The process of finding a business that aligns with the buyer’s needs and goals is time-consuming and can be overwhelming.
- Accurate Valuation: Without professional assistance, accurately valuing a business can be challenging, potentially leading to overpaying.
- Ineffective Negotiation: Buyers may lack the negotiation skills needed to secure the desired price and terms.
- Due Diligence: Conducting thorough due diligence involves assessing the business’s financial health, legal structure, and operations. Identifying potential risks and challenges can be difficult without professional help.
- Legal and Regulatory Issues: Navigating the legal and regulatory landscape can be confusing, especially for foreign buyers.
- Contract Drafting and Negotiation: Drafting and negotiating contracts require legal expertise that many buyers lack.
- Securing Financing: Buyers often struggle to secure financing and negotiate favorable terms without professional assistance.
- Successful Integration: The process of successfully integrating the acquired business is complex and challenging, often requiring expert guidance.
- Retaining Talent: Retaining key employees after the acquisition can be difficult without a strategic approach.
How Can Business Broker Help?
Expertise in Business Buying and Selling
Hiring a professional business broker with expertise in your industry can significantly benefit both buyers and sellers. Each business sale or purchase is unique, influenced by various factors that experienced brokers are adept at handling, ensuring the process is completed efficiently.
When choosing a broker, it’s crucial to select one who specializes in your specific industry. Take the time to familiarize yourself with your niche and choose a licensed broker with substantial experience.
Access to Various Marketing and Advertising Methods
Successfully selling a business requires knowing the right advertising methods and platforms. Experienced brokers have connections and a substantial network of potential buyers, allowing them to reach the right audience without exposing sensitive information. Depending on the situation, business brokers can recommend the best advertising strategies.
Here Are Some Marketing Methods a Business Broker Might Use:
- Newspaper and magazine classified ads
- Broker agency newsletters to other brokers and potential buyers
- Classified ads in national periodicals specifically for business sales
- Internet advertising
While internet advertising might seem commonplace, professional brokers understand how to leverage it effectively. Given the limitations and inefficiencies of print media, the Internet offers a quick, effective, and affordable way to market a business. When selecting a business broker, ask how they plan to utilize internet advertising to sell your business.
Accurate Business Valuation
Accurate business valuation is crucial for both sellers and buyers. For sellers, it means understanding the true strengths and areas for improvement in their company. For buyers, it ensures they get a fair deal, ideally with a low multiple, making it a better investment.
A professional broker will use proven valuation methods to determine the correct value of a business, providing sellers with insights and buyers with confidence in their purchase. This expertise is essential for facilitating successful transactions.
Maintaining Confidentiality During the Sale of a Business
Business brokerage services are essential in protecting crucial financial information during the sale process. While no reputable business broker can guarantee complete confidentiality, they take numerous steps to maximize discretion and ensure the business sale remains as discreet as possible.
Here’s How They Help Maintain Confidentiality:
- Discreet Advertising: Brokers carefully manage the details included in advertising to avoid revealing the identity of the business.
- Legally Binding Agreements: Potential buyers are required to sign legally binding non-disclosure agreements (NDAs) before any sensitive information is shared. These agreements prohibit buyers from disclosing any details they learn about the business.
- Selective Disclosure: Information is disclosed on a need-to-know basis, ensuring that only serious, qualified buyers receive detailed information.
Conclusion
Hiring a business broker can simplify and streamline the entire process of buying or selling a business. Their expertise and involvement significantly increase the chances of a successful transaction, helping both buyers and sellers reach a mutually beneficial agreement.
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The True Meaning of a Fairness Opinion
Many people assume they know what “fairness opinion” means because they are familiar with the term “fair market value.” Fair market value refers to a price that is reasonable for both a buyer and seller in an open and competitive market. However, a fairness opinion is quite different. This term refers to a report that evaluates the facts of a merger or acquisition or any other type of business purchase.
Table of Contents:
A fairness opinion is typically in the form of a letter that contains an actual opinion and justification of why a selling price is fair. Of course, there are limitations, as this report is fully based on information that has been provided by the management of the business.
Who Prepares a Fairness Opinion?
A fairness opinion must be prepared by a professional with expertise in business valuation. It is typically done by a business intermediary or appraiser. An investment banker can also prepare a fairness opinion. Although the professional who prepares the fairness opinion may very well have experience in structuring deals, this letter does not include any information or opinion on the deal itself. It also doesn’t include advice or recommendations. In preparing the report, the advisor seeks to look at the deal from the perspective of the investors.
Basically, it is structured to specifically comment on fairness from a financial perspective, based on the information on hand.
Who Uses Fairness Opinions?
You will most frequently see fairness opinions utilized in the sale of public companies by the board of directors. When this document is received, it shows that the board is working to protect the shareholders. Of course, fairness opinions can also be used for private companies. In this case, it can serve to protect the interest of shareholders or family members who may later look to challenge the sales price. However, in most situations that involve middle market private acquisitions, a fairness opinion is not necessary.
In the end, a fairness opinion assists with communication and decision-making. It serves to lower the risks surrounding a deal. This important document can be used in court if a shareholder later decides to file a lawsuit against the director of a company.
Copyright: Business Brokerage Press, Inc.
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Embracing Technology to Boost Your Business
Forbes author Keith Gregg’s, February 8, 2019 article, “Using Tech to Enhance and Sell a Business,” has a range of interesting ideas that business owners should explore and embrace. Gregg looks at three big ways that business owners can use technology to help them get the most out of the sale of the business. He explains how important it is to address these three areas before placing your business on the market.
Table of Contents:
Upgrading Systems
The first tip Gregg explores is to upgrade systems. Upgrading systems can be particularly important for attracting younger buyers. It is common for businesses to be successful without proprietary technology or procedures, but that doesn’t mean that technology should be ignored.
Important information should be digitized, as this data will be vital for the new owner to grow the business over the long haul. Incorporating software that can track and analyze data across the business is likewise valuable. Using software, such as customer relationship management and financial management software, will showcase that your business has been modernized.
Business Valuations
Determining the value of your business can be tricky and laborious. Gregg recommends opting for a business valuation, as he feels, “business valuation calculations can remove much of the guesswork from the process.”
You should expect a business valuation calculator to include everything from verified data on comparable business deals, including gross income and cash flow figures and more. There are even industry-specific calculations that can be used as well. The main point that Gregg wants to convey is that business owners should use tangible and proven data to sell their businesses. Like upgrading systems appeals to younger buyers, the same holds true for using verified data to sell.
Take Advantage Of The Digital Marketplace
Gregg’s view is that perhaps the single greatest technology for business owners to leverage is that of the digital marketplace. Sites that link businesses with prospective buyers can help to streamline and expedite the sales process. Through such sites, it is possible to go deeper than a specific industry and even explore sub-sectors, thus enhancing the chances of finding the right buyer.
Technology can be used to help sell businesses in a variety of ways. An experienced and proven business broker will leverage a whole range of tools to assist business owners when selling their businesses. When you opt for a proven business broker, you can expect to receive offers from serious and vetted buyers and, in the process, save a great deal of time while maintaining confidentiality.
A Look at Divestopedia’s Article, “The Myth of Fair Business Valuation”
In Divestopedia’s article, “The Myth of Fair Business Valuation: What Professional Valuations Don’t Tell You,” author Chak Reddy is quick to point out that the “type of buyer and method of sale are two important (yet often overlooked) value determinants when finding a starting price for your business.”
Reddy brings up some excellent points. One notion in particular that every business owner should be aware of is that there is “NO fair value for illiquid assets.” He points to the fact that between January 2007 and March 2008, the historic Bear Stearns went from a value of $20 billion dollars to just $238 million. In a mere 14 months, Bear Stearns lost most of its value.
Additionally, the article points to the fact that business owners often suffer enormously from “dramatic valuation compression.” In Reddy’s view, this compression is the direct result of poor planning and a failure on the part of business owners to select the right advisory teams.
Reddy believes that professional valuations can be quite lacking. He feels that they are “contingent on multiple assumptions,” and that the valuations are only as good as the assumptions upon which they are based. In other words, professional valuations can be limited and flawed. In particular, he points to the fact that two of the most important factors in valuations, future growth rate and operational synergies are “highly subjective and no two views on these topics are likely to be identical.” Summed up another way, valuations are inherently a matter of opinion and perspective. Reddy feels that a seller will be “lucky” if the real sales price comes within 10% to 20% of the professional valuation.
In the end, as always, it is the market that determines value. It is the acquirer who will determine the value more than any other factor. The perception of the buyer will play a key role in the process and, further to the point, no two buyers will perceive the business exactly the same way. In other words, valuations can be tricky and certainly do involve a personal element of the individual who is appraising the business’ value. Adding to this point, Reddy states, “From our experience, the type of buyer and the type of sale skew the valuation to such an extent that it is unwise for a business owner to not be familiar with these variables and their impact before the beginning of the sales process.”
Ultimately, finding the right buyer is essential and this is where a business broker can prove simply invaluable. And finding that right buyer may take time.
Maintaining Confidentiality Throughout the Sale Process
There are two key ingredients when it comes to selling a business: professionalism and confidentiality. If either of these two ingredients are lacking, then you’ll most likely run into problems. Sadly, many sellers see their deals fall apart due to a breach of confidentiality. You certainly don’t want to be among their ranks.
The simple fact is that a breach in confidentiality can negatively impact everyone from suppliers and vendors to creditors. For example, vendors could change their terms and this, in turn, could have a major, negative impact on cash flow. There can be a chain reaction of events that spirals out of control.
The potential negative outcomes of a breach in confidentiality are quite numerous, for example, employees and customers alike could begin to worry about the future of the business. Employees could begin to worry about the safety of their jobs and begin looking for a new position. Dangerously, this situation could lead to changes in management and the loss of key employees. Likewise, customers, fearing instability with the business, could also decide to take the business elsewhere, leading to revenue problems.
Yet another complicating factor comes in the form of the competition. If the competition hears that your business is up for sale, they could sense blood in the water and look to steal your customers.
Ultimately, a breach could give potential buyers cold feet. At this point, it should be very clear that protecting confidentiality is a must. One of the single best ways to ensure that confidentiality is maintained is to opt for an experienced and proven business broker. Business brokers understand the simply tremendous value of keeping things under wraps.
It may be tempting to try and sell your business on your own, but it is vital to understand that doing so can damage your businesses’ reputation. A good business broker knows how to shield your business from breaches of confidentiality. By working with a business broker, not only are confidentiality agreements signed and taken seriously, but also you’ll know that prospective buyers are vetted and fully pre-qualified. According to an article on Inc.com, broker feedback has revealed 9 out of 10 interested parties who respond to “business for sale” ads are not qualified to make the purchase. Why would you want to risk giving away key details to these parties?
In short, you’ll have a much better idea of who you are dealing with and how serious they are about buying your business. At the end of the day, there is no replacement for maintaining confidentiality.
Copyright: Business Brokerage Press, Inc.
Read MoreChecklist for Valuation
1. Start with the business
– Value Drivers: Size, growth rate, management, niche, history
– Value Detractors: Customer concentration
Poor financials
Outdated M&E
Few assets
Lack of agreements with employees, customers, suppliers
Poor exit possibilities
Small market
Potential technology changes
Product or service very price sensitive
2. Financial analysis: Market Value – comparables
Multiple of Earnings – based on rate of return desired
3. Structure and terms: 100% cash at closing could reduce price 20%
4. Second opinion: Even professionals need a sounding board
5. Indications of high value:
– High sustainable cash flow
– Expected industry growth
– Good market share
– Competitive advantage – location/exclusive product line
– Undervalued assets – land/equipment
– Healthy working capital
– Low failure rate in industry
– Modern well-kept plant
6. Indications of low value:
– Poor outlook for industry –
foreign competition
price cutting
regulations
taxes
material costs
– Distressed circumstances
– History of problems – employees, customers, suppliers, litigation
– Heavy debt load