Many people who are selling their business think that once they find a buyer, the business is sold. Unfortunately, the real work is just beginning. Once a buyer is interested, there are the inevitable questions that must be answered. After the questions are answered and the buyer has satisfied himself or herself that the financial aspects of the business are satisfied, the buyer is probably ready to make an offer.
An offer is prepared and it generally contains contingencies or conditions on which the offer is subject to, in addition to offering the price and terms under which the buyer is prepared to pay. Assuming the price and terms are acceptable to the seller, the next step is for the seller to do what is necessary to satisfy the contingencies. These can be as varied to the buyer’s reviewing all of the seller’s financial books and records, a serious look at the lease and its terms to a requirement that the seller pave the parking lot or redo the rest rooms.
Definitions
Offer – an expression of willingness to purchase a property [business] at a specific price [and terms].
Contingency Clause — see Condition
Condition(s) – provision(s) in a contract that some or all terms of the contract will be altered or cease to exist upon a certain event.
Conditional Offer – purchase contract tendered to the seller that stipulates one or more requirements to be satisfied before the purchaser is obligated to buy.
Dictionary of Real Estate Terms, published by Barron’s Real Estate Guides
The first task for the seller is to accept the price and terms then review the contingencies to insure that they are reasonable and acceptable. If the price, terms or contingencies are not acceptable then a counter-offer is prepared and the terms that are acceptable to the seller presented to the buyer. Once the parties agree upon all of these items, then the job of satisfying the buyer’s contingencies is begun. A time period in which all of this must be done is usually specified in the offer. If such a time period was not specified, the buyer could take his or her “own sweet” time before approving – or not. The seller obviously has to furnish the materials and information necessary for the seller to satisfy himself or herself.
If the buyer is satisfied that everything is as represented, he or she signs what is termed a Contingency Removal form. If everything is not satisfactory to the buyer, then the offer can be renegotiated or the sale falls apart and the buyer’s deposit is returned and the seller is now back to square one!
Unfortunately, a lot of time can elapse between the offer and acceptance and the buyer deciding to move forward. Time is the essence of the deal and the longer it goes the more likely that serious problems can develop. If these problems are not addressed promptly, the pending sale can fall apart and then the seller must then look for another buyer and begin the process anew. The professional broker is aware of all of this and can greatly assist the seller in making sure that only serious and committed buyers begin the process.
Let’s assume that the buyer and seller are in agreement on price and terms. Now comes the task of gathering all of the information necessary for an escrow company or closing attorney to draw the necessary paperwork. The seller must also gather the lease information, insurance data, equipment lists, inventory information and everything else necessary to close the sale.
If the buyer is using outside financing, then the seller, along with the buyer, must gather all sorts of financial date to submit to the lender. There are also the various representations and warranties the must be reviewed – and approved, by the parties involved.
As one can see, the path from finding a buyer to the closing of the sale is an arduous one and fraught with problems every step of the way. Only an experienced professional business broker can guide both parties through the maze and insure that every step is addressed and covered satisfactorily.
Sellers – Here’s How Selling Your Business Can be Made Easier
If you’re considering selling your business consulting with a professional business broker is your first step. They can assist in all of the areas mentioned in this newsletter. In addition they can do the following:
- Greatly increase the number of potential buyers through their own databases and the various Web sites available to them.
- Help in pricing the business so it will be competitive in the marketplace.
- Will keep you advised on market reaction.
- Present only qualified and serious buyer prospects.
- Handle the details so you can spend your time operating your business.
- Coordinate all of the paperwork so the sale can be expedited quickly and easily.
