IBA, as the premier business brokerage firm in the Pacific Northwest, is firmly established as a respected professional service firm in the legal, accounting, banking, mergers & acquisitions, real estate, and financial planning communities.  Periodically, we will post guest blogs from professionals with knowledge to share for the good of owners of privately held companies & family owned businesses. The following blog article has been provided by Seth Rudin. Mr. Rudin is a senior business broker at IBA (www.ibainc.com):

Keys to Success in Facilitating a Buyer/Seller Meeting Related to a Business Sale

When IBA sells a business, we play the critical role of identifying qualified buyers as we play matchmaker with our seller and the prospective buyers. However, it is up to our client, the seller of a privately held or family-owned business, to decide on their successor. So, in the process of selling a business, we strongly encourage the seller and buyer meet prior to the buyer making an offer on the company.  From IBA’s nearly 50 years of experience of selling over 4,200 businesses, we have learned that it is best if each party gets to know, like and trust each other before starting negotiations. But what does that exactly mean in the sale of a business and why? Let me explain.

First, from a buyer’s perspective, a buyer should want to meet with the seller to learn more about the business from the owner’s perspective. The buyer will certainly leave this transparent, professionally facilitated discussion with enhanced knowledge. Granted the buyer should have already read the marketing materials and reviewed financials before the meeting, such as a confidential information memorandum (aka “CIM”), profit and loss statements, tax returns and other key documents as well as having spoken in detail with the seller’s listing broker. However, there are nuances to the business that just cannot be well captured in a profit and loss statement, memorandum or conveyed by a business broker. Everyone should recognize that even the best M&A intermediary’s company knowledge will be superficial next to ownership’s comprehensive understanding of the history, operations, and potential moving forward for the business.

The buyer will want to inquire on a few key items to confirm the reliability of the information which was provided to him/her prior as well as to gain a thorough knowledge on the business she/he is about to purchase. Purchasing a business is no small undertaking and one that usually requires a 3-5 year minimum commitment of both time and money.

Question 1: Why are you selling the business? The buyer will want to understand if the sale of the business is motivated by a retirement sale, desire to move onto a new project, or an issue arising from a health issue or interpersonal concern (partnership breakup, divorce, spouse relocation, etc.).  Buyers will be skeptical if there is an issue with the underlying business model or a troubling industry trend.

Question 2: The buyer will ask questions to understand the business model, growth opportunities and risks which the seller may be able to articulate better in a face-to-face meeting. Some buyers will keenly ask “What one or two things do you wish you knew before you started/bought this business?” and “What was or is your 3-5 year growth plan if you were not to sell?”

Question 3:  Buyers will want to confirm their understanding of the financials (Income Statement, monthly sales trends, etc.), current staff with a focus on key employees, equipment/inventory, and any capital investment requirements, leases, franchise agreements (if applicable) and supply chain issues.   

Question 4: Most buyers will want to confirm that the seller is willing to provide a transition period after the sale.

Second, from the perspective of a seller, they will want to understand firsthand the buyer’s motivations to purchase the business, the buyer’s experience, the buyer’s management approach towards both employees and customers and to assess the buyer’s trustworthiness for paying back any potential seller financing.

Question 1: Sellers will want to ask potential buyers to describe their experiences both as a W-2 employee and, if applicable, as an entrepreneur. Sellers will look to verify the buyer has experience in the current industry or that the buyer has the aptitude to learn and successfully run the business. While most sellers want the highest purchase price possible, many sellers prioritize the quality of the entrepreneur over the purchase price as they want to ensure their business does not fail in the future. Many entrepreneurs live in the same community as their business and do not want to drive by the company they once owned and see it closed down due to poor executive management by the buyer.

Question 2: Similar to buyers, the sellers will want to understand how the buyer will run the business. The seller is looking to understand how his current staff will be impacted by the sale as well as buyer’s financial competence in the case the seller is going to finance a portion of the business sale.

Question 3: The seller will ask friendly questions in order to get to know the buyer as a person as there will be collaboration and potential seller financing provided.

In the end, both parties will want to know, like and trust each other so they can assess if this is a fit for them. By having this meeting prior to an offer, the seller can objectively assess the buyer on the merits of their skill set, personality and management approach rather than be distracted by the future financial transaction. This process we believe through our decades of experience helps both the buyer and seller enhance the likelihood of a “win-win” transaction being completed and a successful transition of ownership of a privately held company or family business.    

If you have questions relating to the content of this article or the process associated with selling or buying a privately held company in Washington, Oregon, or Alaska, Seth Rudin would welcome the opportunity to talk with you.  Mr. Rudin can be reached at (425) 454-3052 or seth@ibainc.com.

IBA, the Pacific Northwest’s premier business brokerage firm since 1975, is available as an information resource to the media, business brokerage, mergers & acquisitions, real estate, accounting, legal, and financial planning communities on subjects relevant to the purchase & sale of privately held companies and family owned businesses.  IBA is recognized as one of the best business brokerage firms in the nation based on its long track record of successfully negotiating “win-win” business sale transactions in environments of full disclosure employing “best practices”.