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BUYING PROCESS TABLE OF CONTENTS
.....Locating the Right Business
.....How Businesses Are Priced
.....Financing the Purchase of a Small Business
.....Negotiating the Final Price
.....Satisfying Contingencies
.....The Escrow Attorney
.....Questions Buyers Should Be Prepared to Answer
.....Tips for a Smooth Buyer / Seller Meeting
.....Steps Toward Owning a Business
LOCATING THE RIGHT BUSINESS
Locating businesses for sale.
Shopping for a business is not like house
hunting. The need for confidentiality while a business is for sale
conceals its availability to the general public. You can drive around
town all day, passing dozens of viable businesses, which are in fact for
sale, and never see a sign or any indication that the owner is ready to
sell. You won't find businesses listed in the newspaper or on the
Internet, at least not "identified" businesses. And approaching business
owners personally is almost always futile. The seller may not be
interested in selling and even if they were, why would they tell you?
They don't know if you're a serious prospect or even qualified to make
such a purchase. For all they know, you're just a curiosity seeker or
worse - you're out to get some news that could compromise the vitality
of their business. The bottom line is, the best place to find a variety
of businesses for sale is where business owners go when they want to
sell, a business broker. Saint Louis Group Business Brokers/Sunbelt
provides prospective buyers with access to the area’s best business
opportunities.
Finding the right business for you.
Just any old business will not do. One of
the biggest mistakes a new business owner can make is getting into a
business that doesn’t suit their skills, personality, interests, and
needs. Therefore, we take the time to get to know you and understand
your goals. Next we introduce you to a business that meets your
criteria, and then we facilitate a process through which you become
acquainted with the business and your questions are satisfied. Before
you commit to purchasing a business, there is ample opportunity to
consider all the variables and feel comfortable with your decision. We
have a vested interest in seeing sold businesses continue to thrive
under their new ownership, so we take every practical measure to help
you choose the right business.
Acquiring the business.
Locating a business that meets your
criteria may seem like a dream come true. Unfortunately, finding the
business is only half the battle. Acquiring that business requires:
drafting and negotiating a purchase agreement, obtaining financing,
meeting contingencies and contractual obligations, and finalizing the
deal with al the necessary closing documents and procedures. Your Saint
Louis Group Business Brokers/Sunbelt broker will guide you through this
process with skill and diligence. You will be hard pressed to find a
better system anywhere, providing every resource you need to locate,
assess, and purchase businesses in the St. Louis market.
HOW BUSINESSES ARE PRICED
As a prospective buyer you will want to know what the
purchase price includes as well as how the price was derived. In
general, businesses sold through Saint Louis GroupBusiness
Brokers/Sunbelt include the following:
• The business name (including signs, telephone numbers,
etc.)
• The fixtures, furniture, and equipment used by the
business
• The customer base (though not guaranteed, this
typically remains constant)
• The building / Real Estate is transferred by purchase
or lease assignment
• Employees typically stay through the change of
ownership
• Inventory on hand at time of sale is purchased at cost
• Contracts with vendors/suppliers are renewed or left
intact
• Owner training over a specified period of time
There are many factors to consider when determining the
value of a business, and every business is different. All too often
people rely on blanket formulas to assess the value of a particular
business, or they look at the owner’s salary, and nothing else, to
determine what the business is worth. Unfortunately, these methods are
unreliable and inaccurate in that they don’t consider numerous, unique
aspects of the business. The result is often a price that doesn’t
reflect the true business value. An unrealistic business price is either
unfair to the buyer or the seller and will probably not result in a
sale. Therefore, we have developed a line-by-line, exhaustive method to
determine the real value, or fair market value, of a business.
Prospective buyers can see for themselves exactly how
the listing price of the business was determined. Our brokers are
trained to look at every aspect of a business, the positives and
negatives, and the past, present and future aspects of the business,
before determining it‘s fair market value. We encourage all prospective
buyers to fully understand what they are buying before committing to the
purchase, and we make ourselves available to answer any questions you
might have.
FINANCING THE PURCHASE OF A SMALL
BUSINESS
Contrary to conventional thinking,
most small business transactions occur with little or no financing from
outside lenders. The reality is that financing can be very difficult to
obtain from lenders who are limited to making loans based solely on
collateral. By neglecting considerations like cash flow, the true value
of a business is not reflected. Banks and institutional lenders, while
considered the traditional source for financing, in the case of small
business transactions, are often the cause of good deals falling apart.
This is especially true when buyers, who think they are improving their
chances of acquiring a business, seek financing
before
locating a business. The likely result is that the
lender, once the transaction is on the line, will be unable to follow
through, which can be fatal to the deal, and to the buyer / seller
relationship.
Buyers should not rely on outside
financing, unless as a last resort. Therefore, buyers should be prepared
to present as much as fifty percent of the business value, between down
payment and operating capital, to close the deal. In many cases, sellers
who recognize a committed buyer, finance a significant portion of the
balance, if not the entire difference. When a committed buyer connects
with a motivated seller over a business that suit’s the buyer’s
criteria, then a win-win scenario is possible. The crucial elements at
this point are a good relationship between the buyer and seller, and a
smooth transition, facilitated by the broker. Establishing this vital
relationship requires an effort from all parties.
Be prepared.
If a buyer is unwilling to risk
personal assets, it is very hard for a seller to take them seriously.
Remember that the buyer / seller relationship is crucial, especially if
the seller is expected to finance a portion of the transaction. One of
the best steps a buyer can take
prior
to making an offer on a business is to apply for a
home equity line of credit. The advantages to a home equity line of
credit are that you make no payments until you actually use it. In
addition, your house is kept separate from the business. Saint Louis
Group Business Brokers/Sunbelt regularly works with lenders specializing
inthese loans. After a 45-minute interview they will make a commitment,
with funding tofollow in approximately ten days.
Preliminary meeting with the owner.
The first time a prospective buyer meets
the owner is a time to get acquainted with the business and the owner,
nothing more. This is not the appropriate time to attempt to negotiate a
deal - coming on too strong can be a real turn off and a bad start to a
vital relationship. There will be ample time and opportunity to address
issues of concern, and negotiate without compromising the buyer / seller
relationship.
Subsequent meetings with the owner.
Every meeting with the owner should be
carefully weighed and measured. While it’s important to develop a
rapport with one another, too much of a good thing can lead to
misunderstandings down the road. Communicate through the broker when
possible.
NEGOTIATING THE FINAL PRICE
It is typical in buying a house or an automobile for the
seller to allow a little room in the price for negotiating. Therefore,
logic dictates that bartering is reasonable and it expected. After all,
if the two parties cannot come to an agreement, there is always another
house or car on the market.
Purchasing a business is different. The supply of
businesses for sale, especially those that meet an individual buyer’s
unique criteria, is limited. Therefore, a buyer should think twice
before over-negotiating a business that is priced at fair market value.
The loss of time, opportunity and effort may be impossible to regain.
SATISFYING CONTINGENCIES
There are likely to be number of
contingencies to be met in order to secure a transaction. This is
normal. During this time the buyer, the seller, and the broker have a
lot on the line. Each stands to either achieve their ultimate goal, or
to lose a considerable amount of time and effort if the transaction
doesn’t close. Therefore be forewarned, meeting contingencies often
requires dealing with a variety of people, including lenders, landlords,
friends, and family members who are critical to the transaction closing.
There can be delays and hang-ups, which is also normal. The worst thing
we can do is to let a normal, minor obstacle become a major barrier by
overreacting or by involving more people than necessary. Keeping your
broker updated will allow us to do what we do best - solve problems.
Patience, and trust in the broker, who is skilled at resolving these
issues, can be the difference between success and failure. We won’t give
up on any transactional as long as all parties are willing to pursue it.
THE ESCROW ATTORNEY
Saint Louis Group Business
Brokers/Sunbelt conducts all business purchases through the office of a
neutral Escrow Attorney. The Escrow Attorney does not represent one
party against the other and does not represent the Broker. The role of
the Escrow Attorney is to carry forth the agreed upon intentions of the
buyer and seller by drafting all the necessary legal documents to secure
and close the transaction.
The introduction of attorneys hired on behalf of the
buyer and the seller may create an adversarial environment in which each
attorney tries to sway the terms and conditions (already agreed upon by
the buyer and seller) to favor his client, which can be disastrous to
the transaction. The Escrow Attorney, who specializes in the practice of
business transfers and is neutral, allows for an avoidance of an
expensive, time consuming, and non-productive atmosphere.
If desired, the buyer and seller may have their own attorney review
all documents prior to closing.
QUESTIONS BUYERS SHOULD BE PREPARED TO ANSWER
1. Why do you want to own a business?
2. Is there anyone else involved in the decision making
process?
3. Are you married?
4. What do you expect this business to do for you and
your family?
5. Do you already own a business? Have you ever owned a
business?
6. Do you have a timetable?
7. What kind of business are you looking for,
established or franchise start-up?
8. Is location important?
9. How do you plan to buy a business? Will you need
financing?
10. How long have been considering this move?
11. What skills and experience do you possess that will
be a benefit to your business?
12. What appeals to you more, a strong business, or a
struggling one that can be virtually stolen?
TIPS FOR A SMOOTH BUYER / SELLER MEETING
1. When you tour the business with your Saint Louis
Group Business Brokers/Sunbelt broker, start at the back door and finish
at the front door.
2. Tell the seller about yourself.
3. Ask the seller how they got into business.
4. Ask the seller, based on his/her knowledge and
experience, what it would cost to start this business from scratch today
including, the facility, the fixtures, furniture and equipment, the
inventory on hand, employee training, and advertising.
5. Ask what the typical monthly / weekly gross is.
6. Inquire about key employees.
7. In the seller’s opinion, what is the biggest downside
to the business?
8. What excited the seller about the business in the
early days?
9. Why is the owner selling the business?
10. What does the business need, and what can you offer
to improve the business?
11. Does the seller know of any changes coming about in
the industry, area, or in the business itself that will affect the
business?
12. What is the seller’s managing style verses yours?
Can you improve the business?
STEPS TOWARD OWNING A BUSINESS
1. Commitment.
The buyer is committed to the process of purchasing
a business at a price and terms consistent with the marketplace. (THE
RISKS ASSOCIATED WITH BUSINESS OWNERSHIP)
2. Personal Assessment.
The buyer has identified his/her goals and
objectives and communicated those to a Saint Louis Group Business
Brokers/Sunbelt broker. (QUESTIONS BUYERS SHOULD BE PREPARED TO ANSWER)
3. Confidentiality & Financial
Disclosure. The buyer agrees to
confidentiality and accurately discloses what funds he/she has available
for the purchase of a business. (CONFIDENTIALTY / AGREEMENT)
4. Review.
A Saint Louis Group Business Brokers/Sunbelt broker
introduces appropriate businesses to the buyer, and the franchise broker
discusses the franchise opportunities available.
5. See the Business.
The buyer and a Saint Louis Group Business
Brokers/Sunbelt representative tour the most appealing business. (TIPS
FOR A SMOOTH BUYER / SELLER MEETING)
6. Offer to Purchase.
The buyer writes an offer with the assistance of a
Saint LouisGroup Business Brokers/Sunbelt broker. Offers are made on the
Saint Louis GroupBusiness Brokers/Sunbelt Asset Purchase Agreement,
specifically designed for small business purchases and customized to
suit each unique transaction. (ASSET PURCHASE AGREEMENT)
7. Offer Presentation. Saint Louis
Group Business Brokers/Sunbelt presents the
offer to the seller and answers any questions about the offer and about
you, the buyer. By this time, we should know you well enough to give the
seller a good feel for what you can bring to the business, and the
higher the seller’s confidence is in you, the more likely the transition
will go smoothly.
8. Offer Acceptance.
The seller accepts the offer as written or writes a
counteroffer.
9. Contingency removal.
Saint Louis Group Business Brokers/Sunbelt helps
make arrangements to assign loans, equipment leases, due diligence
contingencies, or franchise agreements and meet any other contractual
issues. We encourage buyer and seller to spend as much time together as
possible during this period.
10. Closing. A
neutral third party attorney facilitates the closing procedure. (NO
SURPRISES) (THE ESCROW ATTORNEY)
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