Business Brokerage

Primary Objectives

A seller’s ultimate objective is to obtain a successful transaction by structuring the best overall deal in term of cash and terms. Perhaps the most important initial matter the seller faces is the choice of brokerage firm.

Our experience and background uniquely serve the interests of the seller.

Matter	Designation
M & A Services	CBI, Certified Business Intermediary
Accounting & Tax Matters	CPA, Certified Public Accountant
Business Valuations Opinion	ABV, Accredited in Business Valuation
Real Estate Transfer Issues	Broker, Real Estate Commission

The initial objective of our service is to market and direct prospects to the seller’s business offering. The first document viewed by the prospect is a “blind” Business Profile summarizing the key financial and operating attributes of the business. We subsequently screen the prospect as to its buying motives, financial capacity, and suitability for purchasing the listed entity.

Other matters of concern include: establishing procedures for confidentiality, addressing fair market valuation issues, obtaining nondisclosure agreements, sharing core documents, introduction of the parties, communicating negotiation positions, complying with due diligence requests, understanding and properly responding to offers and -- most importantly -- creative deal structuring.

Our fiduciary duties are exclusively with our selling client. In this regard we direct our acumen, our experience, and our efforts towards a professional brokerage consulting service that achieves the most advantageous transaction possible for the seller under the circumstances.

Core Broker Services

The principal objective of a broker is to serve the client while managing the brokerage process. In this regard we endeavor to:

- professionally manage the selling process while maintaining the confidentiality of the business;
- provide factual representations about the nature, operations and value of the business, keeping in mind that every statement to a buyer will likely be remembered and recalled;
- consult directly with the seller during each phase of the selling process;
- successfully integrate tax advice, financial accounting, valuation, negotiations, and strategy into a process which will benefit the seller’s position;
- assist seller’s attorney in orchestrating a successful closing transaction.

Seller’s Wants

- the highest obtainable selling price,

- as much cash as possible at closing,

- the fewest contract terms, conditions, and covenants,

- the lowest overall income tax liability, and

- the greatest security when owner financing is involved.

-to deal only with qualified buyers,

-to maintain strict confidentiality about the practice,

-to incur the least amount of disruption during the process,

-to understand the process and participate as needed, and

-to remain affiliated with the operations after the sale, if desired.

Definition of a Practice Broker

The term “broker” is generally defined as any person or firm acting for another either on commission or for other compensation who engages in the securing of prospects interested in  the sale, exchange, optioning, or leasing of the property of a seller.  The property may be either the stock or the assets of the seller, or a combination of both stock and assets.  The broker may also serve to effect transactions and contracts (but not engage in the practice of law), as either a middleman or negotiator, secure or determine the value of property (typically at fair market value), calculate the results of the transaction (such as tax positions or cash flows), find or introduce financing by third parties, or otherwise act to hold together the intentions of a prospective buyer and seller.  The broker takes no possession of the subject matter of the negotiations, but may hold earnest or other trust monies.   Source: Wikipedia.

The broker and the seller decide the nature and extent of their respective obligations in a contractual agreement often termed a “Listing Agreement.”  In effect, the parties establish a broker-seller agency relationship pursuant to the Law of Agency.

The Brokerage Process

Selling Memorandum

A selling memorandum is a written document the purpose of which is to explain succinctly the seller’s business.  A well written document communicates the following:

-it informs the buyer about the operational and financial aspects of the business in a clear manner.

-it enhances the due diligence process by allowing the buyer to focus on key matters.

-it indicates to a buyer that the seller is motivated as it requires the seller to focus on transactional issues.

-it serves to inform the buyer’s consulting group of advisors about the core nature of the business.

An accurate selling memorandum conveys the essence of the company, builds credibility, and serves to induce a buyer to participate further in the transition process.

Negotiation

Negotiation is the process where interested parties resolve differences, agree upon contract terms, bargain for individual advantage, and/or attempt to craft outcomes which serve their mutual interests.  The first step in negotiating is to determine whether the situation is in fact a negotiation.  The essential elements of negotiation is the existence of two parties who share an important objective but have some significant differences.  The purpose of a negotiation conference is to seek a compromise and, if possible, resolution of the differences.  

A skilled negotiator serves as an advocate for one party to the negotiation and attempts to obtain the most favorable outcome possible for that party.  During the process, he also attempts to determine the minimum outcome the other party is willing to accept.  When multiple issues are involved, differences in the parties’ preferences make win-win negotiation possible.

The negotiation process can be divided into seven steps:

-Preparing and Planning

-Setting the tone

-Exploring underlying needs

-Selecting, refining, and crafting an agreement

-Reviewing the agreement

-Reviewing the negotiation

-Capturing deal and relationship learnings

Skilled negotiators use many tactics including:

-       Conflict management	-    Concession patterns
-       Setting pre-conditions	-     Intimidation
-       Declining to speak first as to price	-     Fait accompli
-       Presenting demands	-     Take it or leave it
-       Time targets	-     Rejecting an offer
-       Good guy/bad guy	-     Decoys or red herrings
-       Limited authority	-     Nibbling
-       Caucusing	-     Cherry picking
-       Walking out	-     Salami tactics

Negotiating skills are required in every buy-sell transaction.  Our services in this arena serve to address expressed concerns, reveal legitimate issues, forge consensus and hammer out an arm’s length agreement.

Deal Breakers

Situations and circumstances that might cause a deal to break down include the following:

1. A prospective buyer’s verbal representation should not cause the seller to become so exited that they ignore the intrinsic complications of a deal.
2. The advising attorney, accountant, banker, etc. may interject more than an opinion into a potential deal, resulting in roadblocks to minor or solvable matters. 
3. A seller may become stricken with “seller’s remorse,” or emotionally and psychologically withdrawing from the deal.
4. Legitimate concerns over lawsuits and/or environmental or tax matters may prove to be too expensive for a particular buyer. 

Listen carefully to all buyer concerns.  Nonetheless, when an impasse is apparent, our experience may lead us to propose alternatives to a deal structure, including alternatives to an outright sale.

Seller Tips and Techniques

If you are a seller, then consider adhering to the following mandates, as they will help secure a successful transaction:

-     Ask A Reasonable Price For The Business.
     An inflated asking price turns off potential buyers.  Determine the “fair market value”  
     and then price your business in line with this figure.

-      Maintain Business As Usual.
       Remain focused on the day-to-day sales and operations.  Plan for adequate time to address buyer inquiries.


-       Prepare For The Sale.
       Adequate advance preparation will yield long-term dividends.  Perform the needed  “housecleaning” at the      facilities and attend to necessary accounting matters