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Importance of Terms When Buying or Selling A Business
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| Guest post by: Andrew Rogerson |
Article Overview: Though the price is an imperative part of buying or selling a business, the terms of the deal are also crucial. This article shows some of the reasons why understanding the terms can help you when it comes to any business transaction.
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Free Download - How to sell a business By Andrew Rogerson |
Importance of Terms When Buying or Selling A Business
In the initial stages of listing a business for sale, all
the attention is placed on getting the business in shape so it presents as
strongly as possible, sometimes doing a business valuation to arrive at the
most appropriate listing price for the business and discussing the tax
implications to the seller of the business.
Tom West is the owner of Business Brokerage Press and he has a great saying
that most sellers and buyers don’t understand until they get into the
negotiations of the transaction and it is – You name the price and I’ll name
the terms.
In other words, price is important but the terms of the deal
are much more important. And here are
some thoughts why.
If a buyer made an offer for all cash and to close the sale
in 30 days and another buyer made the offer subject to getting a loan and to
close the sale in 60 to 75 days and you are the seller of the business, which
offer would you want to accept? If they
are both offering the same price for the business it would be a no-brainer to
accept the cash offer.
Using the same scenario as above, but the cash offer was 5%
less than the offer from the second buyer and you are the seller, which offer
would you accept? Your answer would
probably be – it depends. Some sellers
may be willing to accept the cash offer and close the sale. Some sellers may be willing to accept the
higher offer as the price difference of 5% could be more than enough to offset
waiting 60 to 75 days to close the sale.
Most sellers, I would think though, would include other factors into
their decision. Which buyer do they
think is more qualified to buy and operate the business? Which buyer would be able to get approval
from the landlord to take over the lease?
Probably the most important question the seller would want to know,
however, if they accepted the offer from the second buyer, is what are the
chances the buyer will get their loan application approved? If the seller is not sure the buyer would be
qualified, taking the cash offer at a 5% discount may be much more attractive.
In the current economy, the seller must be willing to carry
a note for part of the purchase price. Very
few buyers have the capacity to pay cash for a business. Also, in simple terms, it’s ‘good business’
for the buyer to use cash as a down payment on the business but then leverage
the rest of the purchase price via loans as any interest paid is tax
deductible. This also allows the buyer
to buy ‘more business’ which means if the business is performing well and
throwing off the right cash flow, the buyer can get more cash flow for each
dollar of down payment. This is
obviously attractive to the buyer.
The terms of a deal don’t just swing on the price and
whether or not the seller will carry a note.
These are both very critical questions but whether a deal works or
doesn’t work can include many things.
These include how much free training the seller is willing to provide,
if the seller is needed to provide paid training after the free training, what
costs are incurred for the business to change ownership and who pays them. For example, using a title company to handle
the escrow will incur fees, the landlord may charge a fee to process an
assignment of the lease, if the business involves a franchise there may be a
franchise transfer fee, how long should the covenant not to compete be in terms
of distance and time, and there are many other items.
Buying and selling a business involves many
complexities. The longer both parties take
to reach agreement on the complexities the greater the chance the negotiations
will fail as one or both parties burn out from the inability to reach an
agreement.
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About the Author: Andrew Rogerson RSS for Andrew's articles - Visit Andrew's website Andrew Rogerson is a 5-time business owner that loves helping entrepreneurs sell or buy a business. Andrew currently holds the Certified Business Intermediary (CBI) designation from the International Business Brokers Association (IBBA), the highest designation awarded by the IBBA. Andrew has also earned the Certified Business Broker (CBB) designation from the California Association of Business Brokers (CABB.) He holds a Certified Machinery and Equipment designation (CMEA) from the NEBB Institute and is a Certified Senior Business Analyst (CSBA) with the Society of Business Analysts. Andrew is a member of the Sacramento Metro Chamber of Commerce and past Chair of the Sacramento Chapter of the California Association of Business Brokers. Andrew is also the author on a series of four books: Successfully Sell Your Business, Successfully Buy Your Business, Successfully Buy Your Franchise and Successfully Start Your Business. For more information go to http://www.businesstransactionbooks.com Click here to visit Andrew's website Successfully buy a business |
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