The Selling Process
The vendor decides to embark on an exit strategy through the sale of their business.
The vendor puts together a business sale team, i.e. legal representative, accountant and business broker.
The vendor selects a business broker appropriate to the nature of his business.
The vendor arranges a meeting (Initial Appraisal) with the broker and decides whether
- To embark on a period of implementing improvements to the business performance and structure
(Business Value Building), or
- To start the selling process straight away.
Once the vendor and broker decide it is the right time to sell, a Letter of Engagement is signed in order to retain the broker to market the business.
The broker prepares a Valuation report to identify the bottom-line deal value, possible deal structures and appropriate asking price / marketing strategy.
The broker prepares the Marketing Brochure (Sales Information Memorandum and Full
The vendor signs his approval for both the
Valuation Report and Marketing Brochure.
The broker works with the vendor to make sure all supporting documentation is ready for buyer enquiries and the eventual due diligence process.
The broker proceeds with Marketing the business.
The broker manages all buyer responses and
enquiries (see Buyer Management):
- Buyers are qualified for their suitability.
- Each buyer will sign and return a Non-Disclosure Agreement (NDA) / Confidentiality Undertaking before receiving any further information.
- The Sales Memorandum, (an overview of the
business structure, products & services and financial performance), will be provided to the buyer.
- Any buyer questions are directed to the broker.
- The broker arranges a meeting between the vendor and the buyer, either at the business premises or at a discreet location.
- The Full Information Pack, (financial statements, asset lists etc.) will be provided to the buyer.
- Any further questions and meetings are managed by the broker.
The buyer submits an offer to the broker.
The broker reviews the offer with the vendor to decide the appropriate response.
Further negotiation takes place as necessary,
mediated by the broker, until an offer is accepted (see Negotiation & Mediation).
A Heads of Terms Agreement is drafted by the buyer and/or vendors legal advisors and signed by both parties.
The transaction process now begins, coordinated by the broker (see Transaction Management )
Due Diligence is carried out by the buyer and their accountants and lawyers.
The Share Purchase Agreement (SPA) is prepared by the buyer’s lawyer for review by the seller’s lawyer
The SPA is negotiated and agreed and the sellers draws up a Disclosure Letter detailing the status of the company and disclosing all material
matters to the buyer.
Once all is agreed, the buyer releases funds to their lawyer and a completion date is set.
Completion and time to crack open the
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