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  1. 1. Go For The Gold!Perhaps you’ve planned it from thebeginning, or maybe you’ve taken years todecide. Somewhere down the line will comethe time to sell your business, and you wantto make sure you come out on top.“I sold my business” is a magical phrase forentrepreneurs. It conjures up of pictures ofwealth, leisure and exciting new challenges.For many entrepreneurs, it’s the goal fromday one.“Selling might not be everyone’s objectivewhen they’re starting out, but it should be”says Ned Minor. Mr. Minor is a transactionattorney in Denver, and the author of“Deciding to Sell Your Business: The Keyto Wealth and Freedom.” It seemseventually, every business owner leavestheir business either sitting down at a dealtable or feet first on a stretcher.The idea of working until your last breath isnot uppermost in our minds when we startout on that exciting roller coaster rideknown as “entrepreneurship.” But if youaren’t already planning a more graceful exit,you may come out on the short end of thestick.When starting a business we’re usually sobusy with the details involved in making itan eventual success that selling out is thefurthest thing from our minds. But the dayyou start building should be the day youshould start designing your exit. It shouldbe the ultimate goal of your success.Many entrepreneurs are successive businessbuilders. The fact that they sell one businessdoesn’t mean retirement for them, it justmeans the opportunity to start anotherbusiness that has been lurking in the back oftheir minds. In fact many entrepreneursenjoy the building up of a business almostmore than the profitable success it becomes.What does a saleable business look like?It’s saleable if it’s “scalable” says Minor.
  2. 2. There are small-and-steady businesses soldevery day, but the big bucks come lookingfor a business that has huge growthpotential. Every buyer thinks that he/she issmarter than the seller, and that they candouble or triple the present business it’sdoing. A business will fetch the best priceonly when buyers believe they can takeadvantage of significant future growthpotential.Selling a company’s future upside however,means proving your previous growth andvalidating your future growth strategy. Youshould start with 2 years of auditedfinancials to backup the historical growth.Then be prepared to explain your businessstrategy and how it fits into the overallmarket. Be it through acquisitions thatyou’ve grown, then show how many moreacquisition targets are still in the market. Ifthrough new product development, beprepared to give the details of your R&Dpipeline and your ideas for future products.Now as for buyers, there are two types.There are “financial buyers” who willtypically pay a lower price because theyhave a fire-sale mentality. You need to findthe strategic buyers out there, and paint apicture for them. Show them a greatcustomer relationship, a great piece ofintellectual property, an advantage in time tomarket, or a key employee. Show thestrategic buyer how one plus one equalsthree.Then again, why settle for just one buyerwhen you could have two? Having anotherbuyer in the wings is a vital strategy in thesale process. Having a strong and visiblealternative makes any acquirer sit up andtake notice. There needs to be tension to thedeal. Each side wants the other to think thatthey’re about to walk away; it’s the tensionthat gets the deal closed.The best buyers are large, high-flying publiccompanies with broad, strategic agendas andcash to spare. Selling to a public companyalso has other advantages and tangible
  3. 3. benefits. Many transactions leave the sellerwith a fistful of stock, or worse, a long-termpayout. A publicly traded acquirer makes aneventual cash payout more assured. Be sureto make your business sale more than a saleof your personal network and capabilities.Make it look like it’s worth the asking price,especially if you’re planning to leave afterthe sale.Build a strong management team that cancarry on when you’re gone. A team withclear policies and procedures, and a broadcustomer base which are the underpinningsof value. Your business should not just runwithout you, but be positioned to growwithout you. Make sure your keyemployees are given incentives to stay onafter you go, and make sure youcommunicate with them during negotiations.It’s crucial to minimize disruption.The sale of a business is complex. If you’vebeen in business for 10 years, then it has 10years of potential liabilities, lawsuits, andbad accounting. Buyers want to knowexactly where the business stands, soextreme diligence and complete disclosureon your part is essential. Sometimes whatthe buyer requests during negotiations ismind-boggling and you should hire someoutside help to put it all together.Getting the deal closed takes the talents ofseveral people, and here’s a list of whoyou’re likely to meet on your way toclosing.On the Buyer’s Side:  CEO: The chief executive needs a vision of how the new company will fit into the existing organization.  CFO: This is the detail person, and a professional skeptic. In the long- term view, he/she will take the heat if reality doesn’t live up to expectations.  CPA: The buyer’s CPA (or accounting firm) will validate the seller’s numbers. Don’t be surprised if the CPA doesn’t argue
  4. 4. for a lower purchase price based on historical profits. These are the “bean counters” of the deal.On The Seller’s Side:  Investment Banker: He/she is a professional “quarterback” keeping both teams moving toward the goal. He keeps one eye on the sale price, and the other on the strategic best interests of the business owner.  Transaction Attorney: He’s the referee – there to make sure no one gets hurt. The transaction attorney’s focus is the sale contract, but he/she can also handle communication with the buyer.  CPA: The seller’s CPA should be advising the seller on the personal tax consequences of the deal, and how to handle the after-tax proceeds. And you thought it was going to be easier to sell it than to start it, didn’t you? Remember, no deal is a sure thing until it’s done! Perhaps the only sure thing is that selling a business is never simple. It can be the most harrowing, and the most rewarding experience in the life of an entrepreneur. Take it slowly, with planning, strategy and guidance. Each step of the process can add value to the company, and get you closer to the finish line.