Most business owners have a general sense of what selling their business will look like. However, the specific steps often elude them. Much like selling a home, selling a business can be a fairly complicated proposition with a number of moving parts. This sessions shares thoughts on preparing for the very active process from the time a letter of intent is signed up until the deal closes, a process which often takes months to complete.

1. Preparing for
the Pressure
Cooker of LOI
to Closing

2. Has anyone
been through
the experience
of building a
house?

3. Thinking Like Your Investor: Warren Buffet’s Visit to
Dairy Queen

4. How Can You Create a Personal Experience for
Prospective Buyers?

5. Why do homebuilders create a model home?

6. A Picture is
Worth a
Thousand
Words . . .

7. IN CASE YOU WERE WONDERING, THIS IS NOT A
PICTURE . . .

8. Social Influence
• More than one
offer
• “I’m seeing
someone”
• Generating “buzz”

9. Structural Influence
Understand investor incentives – How do they differ for private
equity investors, VCs, angels, strategic buyers?

10. Working Capital Adjustments

11. We live in a “Seller beware” world
 Preliminary preparation
 Objectives of seller
 Stock or Asset Purchase?
 Whole or in part?
 Up-front and careful disclosure is important
 Don’t want to leave the buyer feeling like they need to ask for
everything
 Makes them uncomfortable wondering if you are hiding something
 Transparency promotes comfort

12. Potential Tax Advantages of Receiving Payments
Over Time

13. The Art of the Change Order

15. Quick Checkup
Leadership Bench – Can you easily identify at least two
individuals who would be prepared to take over for each of the
most critical roles in your company?
Alignment – If I asked your line staff why the company exists,
would their answer be consistent with the answer I would get if
I asked the CEO?

16. Due Diligence – The Home Inspection

17. Business Operations Factors
 Products/Services
 Management Team
 Sales and Marketing
 Customer Base
 Customer Relationships
 Vendor Concentration
 Product/Service Quality
 Employees and Benefits
 Facilities
 Equipment
 Leases
 Location

18. Industry/Market Factors
 Consolidation Stage/Industry Maturity
 Industry Outlook
 Opportunities for Growth
 Availability of Industry Data
 Barriers to Entry
 Market Position
 Product/Service Obsolescence

19. Legal/Regulatory Factors
 Corporate Structure
 Lawsuits/Litigation
 Taxes
 Environmental
 OSHA
 Product/Service Liability Insurance
 Patents, Trademarks etc.
 Board of Directors/Advisors

20. Financial Factors
 Track Record
 Business Plan
 Cyclicality
 Seasonality
 Revenue Size
 Operating Margins
 Overhead
 Assets – Liabilities
 Inventory and Receivables
 Financial Statements and Company Records

21. Primary Due Diligence items
 Corporate Records
 Audited Financial
Records (or at least
reviewed)
 Contracts and
Commitments
 Tax Matters
 Intellectual Property
 Fixed Assets
 Operations
 Human Resources
 Regulatory
Issues/Permits/Licenses
 Real Estate/Lease
Agreements
 Environmental
 Litigation
 Insurance

22. Let’s Connect
Dan Griffiths, CPA, CGMA is a partner at Tanner, LLC, a Salt
Lake City-based professional services firm with 150 team
members. Dan has facilitated hundreds of leadership
retreats for large and small businesses across a variety of
industries. He specializes in strategic planning, exit
planning, and leadership coaching. Dan is an avid flyfisher,
backpacker, and gardener. He and his wife Bibiana are the
proud parents of four energetic children.
Contact Dan at: dgriffiths@tannerco.com
Or connect with him on LinkedIn
www.linkedin.com/in/dangriffithscpa