The Biz Blog - Business Sales Process
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Business Sales Process
Types of Acquisitions - Merger
March 05, 2019 by Alex Estrin
There are three principal ways to acquire a business: a purchase of the Target's assets or stock, or a merger. Alex Estrin business broker with BizEx, and Alex Prasad, business attorney with AEGIS Law, present a high-level summary of mergers. Merger Fundamentally, a merger is a more complicated stock purchase. “The result is that two legal entities are merged into one, which assumes all of the assets and liabilities of the extinguished entity,” says Alex Estrin. In some forms of merger, when the Target's corporate existence continues, the Buyer can avoid many third party consent issues. The tax treatment, relation to third parties and ability to force stockholders into a transaction vary based on the type of merger.
Types of Acquisitions - Stock Purchase
February 26, 2019 by Alex Estrin
There are three principal ways to acquire a business: a purchase of the target's assets or stock, or a merger. Alex Estrin business broker with BizEx, and Alex Prasad, business attorney with AEGIS Law, present a high-level summary of stock purchases. Stock Purchase In a stock purchase, an acquiror buys the target company directly from its shareholders; the result, if the Buyer is an existing business entity, is that the target becomes a wholly-owned subsidiary of the acquiror. Since the acquiror in a stock purchase takes complete control of the legal entity of the target, it takes on all of the assets – and all of the liabilities – of the target as of the closing date. If the deal is structured as a "cash-free, debt-free" deal, as most US domestic deals are, the Buyer will often require the Seller satisfy certain liabilities with the closing proceeds simultaneous with the closing.
Types of Acquisitions - Asset Purchase
February 19, 2019 by Alex Estrin
There are three principal ways to acquire a business: a purchase of the target's assets or stock, or a merger. Alex Prasad, business attorney with AEGIS Law, and Alex Estrin business broker with BizEx, present a high-level summary of asset purchases. Asset Purchase In an asset purchase, a Buyer acquires only those assets and liabilities specifically delineated in the purchase agreement. This surgical approach ensures that a Buyer gets only what it wants – and nothing more. As compared to a stock purchase, the process of picking and choosing usually leads to a longer deal timeline. In other ways, an asset purchase can be simpler; for instance working capital adjustments are not always included in an asset purchase as the Buyer may not be acquiring the bank accounts of the Seller.
Acquiring a Business – An Overview of the Process
February 12, 2019 by Alex Estrin
Whether you're a business looking to grow through acquisition or an individual looking to acquire your first business, the acquisition process generally contains the same high-level steps. In the paragraphs below, Alex Prasad with AEGIS Law, and Alex Estrin with BizEx lay out a high-level summary of the process of acquiring a business. Form an advisory group If you are an existing business you may already have an in-house acquisition team. If you do not, at a minimum, a team will likely include a transactional attorney to draft the deal documents and either a broker or an investment banker. The broker/investment banker can help you identify targets and provide useful context re: price and other deal terms they see in the same industry as your target. Conduct public due diligence
Thinking About Selling Your Business? Get Prepared
May 31, 2012 by Mina Singson-Brightman
If you are thinking about selling your business, then preparation is the key to getting the best possible selling price at the best terms. How soon do I need to prepare to sell my business? Having a good exit strategy in your business plan is prudent. Successful businesses keep a current business plan on file all the time, which includes a great exit strategy. This may not be a priority for new entrepreneurs, or owners of flourishing businesses but keep in mind that an exit strategy is just as good as an expansion strategy. Investors, banks and other sources of growth funds will look at the same information that the buyers review. An exit strategy emphasizes those elements of a business that constitute value to the market. By having an exit plan in place and in mind, a smart business owner will naturally focus on the growth of their business. So to answer the question, how soon do I need to prepare to sell my business? The answer is, NOW. Where do I begin?
Maximize the Business Valuation of Your Sporting Goods Store
April 17, 2012 by Jered Chapman
If you are thinking about selling your business sometime in the next few years, it is time to start working on maximizing its value. Maximizing your business value is directly associated with reducing the buyers perceived risks. Buyers determine the value they are willing to pay for your business based on their perceived Risk vs. Reward. They often focus on the risks because they fear losing their investment if something goes wrong. Ive listed some great ways to reduce buyer fears, and also maximize your business value. Bookkeeping
February 24, 2012 by Shelli Margolin
As with most businesses, price is a prime factor in selling a restaurant fast. However, restaurants can sell for their asset value alone, such as furniture, fixtures and equipment (FF&E) along with their permits and licenses. Knowing how to value those assets is the key to selling a restaurant quickly. Price is not the only determining factor in procuring a quick sale. You need to get into the buyer mindset and make sure a buyer sees the same value in your restaurant as you do. Here are some no nonsense step to getting your restaurant sold fast: 1. Price Price Price!!! Just like anything else the better the deal, the faster someone will snatch it up. Some factors that go into determining the price are location, FF&E replacement values, permits and licenses. 2. Make it easy to understand -
February 24, 2012 by Shelli Margolin
Price is not the only determining factor in procuring a quick sale. You need to get into the buyer mindset and make sure a buyer sees the same value in your business as you do. Here are some no nonsense universal step to getting your business sold fast: 1. Price Price Price!!! Just like anything else the better the deal, the faster someone will snatch it up. 2. Make it easy to understand - If someone cant understand how you do business and how you derive your net profit, they generally arent going to buy your business at any price. Make sure you have straight forward profit and loss statements for the last three years Put together a list of inventory and other assets such as furniture, fixtures and equipment (FF&E) and list their replacement costs. Have any employment contracts organized and ready for review Organize your customer/client lists List out any debt that will need to be dealt with in the sale
Selling a Small Business as a Short Sale
December 05, 2011 by Shelli Margolin
Drowning in business debt!?! Even when a companys sales start increasing, debt can eat away at the profits More and more small business owners are finding that profits are going to servicing their debt and keeping their business operational. In such cases, an option is to sell the business through a short sale. Especially if a business owner is burnt-out, looking at shuttering the business and declaring bankruptcy. Declaring bankruptcy is different as a small business owner. Its not just an anonymous bank or bureaucratic phone company that is owed money; its often suppliers and vendors with whom there are long-term personal relationships. And often, friends and family have invested in the business or lent large sums of money to help keep the business afloat.
November 21, 2011 by Shelli Margolin
By Shelli Margolin, Restaurant Business Broker In the current economy, many restaurants that once thrived are sadly no longer able to sustain a positive cash flow. However, the good news is that selling a restaurant that is operating under a loss or poor revenues is possible. The biggest barrier to entry in the restaurant industry is the initial build-out costs. If your restaurant has a functioning hood, flood drains, three part sink and a permitted refrigerator unit, then your restaurant will sell. If you have a liquor license, your restaurant will sell for more! The most common obstacles to selling your restaurant are: 1. The price you want vs. the actual market price 2. Messy, incomplete or none existent books and records 3. Deferred maintenance 4. Not being up to code 5. Expiring lease 6. Time and energy Preparation is the best way to overcome these obstacles:
How to Value a Restaurant or Bar that is not Showing Profit
November 03, 2011 by Mina Singson-Brightman
How much money is a restaurant worth? Does it have any value if the restaurant is not turning a profit or barely breaking even? Restaurants, coffee shops or bars are valuable even if they are not showing a profit. These kinds of businesses are valued through the replacement value technique which assumes a buyer pays the seller a price that is not dependent on the income value to benefit from the existing investment in the restaurant facility, the lease and the location. In other words, the buyer is starting a restaurant business at a discount and will pay for the right to avoid spending hundreds of thousands or even millions and avoid all the delays and city regulations in building a new restaurant Here is what a restaurant seller has to say when he received an offer on his business.
How to Sell a Restaurant in 90 Days
October 31, 2011 by Shelli Margolin
How to Sell a Restaurant in 90 Days A True Story Restaurants are not necessarily an easy sell. However, if they are priced at their proper value and positioned to sell in the right forums, they can be sold in a timely manner to the satisfaction of both the buyer and seller. Preparing the restaurants books and records for sale is as important as bringing in the right buyer. The following is a true story of a restaurant that recently sold through an experienced restaurant business broker. When the Johnstons[1] bought their pizza deli in Los Angeles five years ago, the plan was to build a business for their children to takeover. Both Mr. & Mrs. Johnston had fulltime careers that they wanted to keep. With the help of their son, the restaurant was able to sustain a positive cash-flow for several years.
Why isn't my business selling?
October 21, 2011 by Kendric Foultz
Almost nothing is as upsetting to a business owner than listing their business for sale and then having it sit on the market for months with no activity on it! What is wrong, why havent you sold my business you ask the business broker. The answer might be complex or very simple. The best thing to do as a business seller is to ask yourself a basic question. Does this offering make sense? Would I buy my own business as presented?
Buying a Restaurant or Bar and the Transfer of Liquor License
September 08, 2011 by Mina Singson-Brightman
When we list a restaurant or bar for sale with Alcoholic Beverage Control (ABC) license, we generally get significant buyer activities on them. For buyers of such businesses who do not understand how a liquor license is transferred, here is an overview. The number of retail liquor licenses, especially Type 47 (full liquor license for restaurants) and Type 48 (full liquor license for bars and nightclubs) that can be issued in a county is restricted. The limited supply of liquor licenses and the lengthy process to get an ABC license approved make businesses with permit to sell alcohol highly desirable and valuable. When buying a business with beer and wine or full liquor license, the transfer of ABC license from one person or entity to another person or entity is called a person-to-person transfer. Generally, this is how it works:
September 06, 2011 by Stuart Gross
Are you the owner of a small or medium-size business in the creative of media industry who dreams of getting out and retiring, writing a memoir, or simply getting away from it all? Thinking about selling your business? In todays economic climate, selling your media or creative business can be a complicated and daunting experience. The skills and knowledge you acquired by running a successful business are not necessarily the same skills you will need to sell it. Here are 10 things to consider: 1. Am I REALLY ready to sell my business? One of the most important questions a buyer has is, Why are you selling? Selling your company is a life-changing event, with both positive and negative effects on your financial condition. Your mental and physical health may also be affected. You need to know if you will have enough money, moving forward, to live the way you choose. It is a very big decision. And you need to be able to answer the question for potential buyers as
Preparing a Restaurant for Sale
August 08, 2011 by Shelli Margolin
If you are considering selling your restaurant, preparation is essential in order to make the sale easier, faster and more profitable. Buyers will usually estimate the value of a restaurant beyond a wonderful menu and steady clientele. Their assessment will determine what they are willing to pay. Having all aspects of your restaurant in order is the key to a successful sale. Many of the steps below may seem like no brainers. However, often restaurant owners are so engrossed in their day to day operation that they over look simple things that can drastically effect how buyers will perceive their restaurant. It is crucial to look at your restaurant through the eyes of a buyer and ask yourself some key questions: Are your books & records organized? Can a buyer clearly understand how much profit you make? Is your profit provable on paper? Do you have cash sales? Can you easily prove those sales to a buyer?
What Is a Typical Restaurant Business Worth?
July 12, 2011 by Shelli Margolin
As written for ehow.com... What Is a Typical Restaurant Business Worth? The worth of a restaurant is predicated on what someone will pay to buy that restaurant. As restaurants come in as many shapes and sizes as do their owners, determining worth is complex. In the most general terms, value can be established through either a multiple of annual sales or by its assets. Restaurant Categories Restaurants fall into two major categories: full-service and limited-service (or quick service). Then there are many subcategories such as, fine dining, casual dining, dinner house, bar & grill, delis, fast food, pizza take-out and the list goes on. Within those categories are independently owned, franchises, corporate owned, single location to international multi-location. Thus, typical restaurant cannot be rationally defined. Profit vs. Assets
How to Appraise a Restaurant Business
July 11, 2011 by Shelli Margolin
As written for ehow.com... There are several reasons for appraising a restaurant, along with many nuances to the appraisal itself. Let's review how a prospective buyer can appraise a restaurant for purchase. There are three general ways that restaurants' sale prices are established: based on profits, assets, or "key costs," referring to its location value. The buyer should be aware of whether the restaurant is making a profit and what furniture, fixtures and equipment (FF&E) are included in the sale. If a restaurant is profitable, a buyer can take a financial approach to the appraisal. If the restaurant is not turning a profit, it still has value in its equipment. In some cases, a restaurant is sold for key costs: its location, property/lease value and entitlements. Instructions: Profitable Restaurants
Jered Chapman joins BizEx Business Brokers in Marina Del Rey
June 28, 2011 by Jered Chapman
MARINA DEL REY, CALIFORNIA (June 21, 2011) BizEx is pleased to announce that it recently welcomed Jered Chapman as the newest member of its team of business brokers. Jered brings years of business experience to BizEx. Following a successful career as a college coach, he began overseeing operations and consulting with various companies and organizations in Philadelphia and Los Angeles. He has worked with business owners in various industries, including restaurants, night clubs, health clubs, sports apparel retail, graphic design, and distribution centers. Jereds background emphasizes his knowledge in business development, operations management, and consulting. He is a skilled communicator and project manager, helping clients understand the business selling and buying process.
What Is a Typical Restaurant Business Worth?
May 06, 2011 by Shelli Margolin
http://www.ehow.com/info_8360777_typical-restaurant-business-worth.html
A Strategic Business Sale Case Study
December 03, 2010 by Kendric Foultz
A strategic business sale takes place when the buyer finds additional value in the business for sale than the average financial buyer is able to identify. Most small businesses for sale, if positioned correctly, will attract a number of possible buyers. But in some cases the business for sale in question might be so specialized in its market as to require a very unique buyer. I recently brokered the sale of a specialized jewelry design and manufacturing business that posed this very challenge. The only viable buyers for this business were well known by the seller. These prospects did not know that owner was interested in selling his business and it was my job to keep it that way until we had secured enough general interest in the opportunity.
5 Essential Items to Sell Your Business Quickly
June 03, 2010 by Dan Munter
As a business broker and as a former business owner, I know that the decision to sell a business is not easy. But once it is made, I know that usually the seller wants to sell it as soon as possible. I always tell a seller to pretend that they are the buyer looking at buying their business. What would they need to see to decide to buy the business? From my experience and my logic, I have come up with a list of 5 items that really facilitate the selling process. 1) Have credible P&Ls for the past 3 years. 2) Have financial records to verify the value of the inventory and FF&E 3) Make sure that the key employees will stay employed 4) Make sure that the landlord is willing to lease for reasonable terms 5) Make sure that the key customers will continue to buy services or products.
May 27, 2010 by Kendric Foultz
What do you do as a business owner if your business is in an impossible situation and is taking you down with it? Depending on the ownership structure, you may be able sell it in what essentially looks like a real estate short sale or otherwise known as a pro rata escrow.
Qualifying A Buyer For Your Business
May 12, 2010 by Robert Dean
When selling a business, you want the most qualified person to purchase your company. Finding the right buyer is the key to a smooth sales transaction, and will also contribute to the continued success and growth of the company. When qualifying a buyer, you want someone who is both financially capable, and also someone who has the business knowledge & experience to take the company to the next level. Business Brokers will look at many aspects of the buyer in order to qualify them. The key is to make sure that they are the right fit for the company. In regard to their business experience, a broker will examine several factors, including: Educational Background Have they owned a business General Management Experience Marketing & Sales Experience Operational Experience Inventory Management Do their skills compliment the company Communication & Customer Service skills
