Buying a Business: The Process
Establishing Criteria
Step 1 in the process of purchasing a business is establishing your purchase criteria. The main criteria (among others) used to pre-qualify prospective listings are industry type, geography, income requirement, and budget. These criteria will be used by your G3 Business Broker to narrow down the field of possible listings that may be suitable for you. To the extent that your criteria are extremely narrow (i.e. looking for a pizza restaurant in Kissimmee, Florida making $95,000.00 for a maximum of $160,000.00) there may be few (if any) prospects to choose from. At any given time, there may not be a pizza restaurant available for sale in Kissimmee, Florida making at least $95,000.00 for under $160,000.00. Some flexibility in setting the criteria will therefore increase the field of prospects from which to choose. For most buyers, income requirement and budget are the criteria that they can be least flexible with. So flexibility with industry type and/or geography will greatly increase the possibility for a successful business search. Realistic expectations are key! Your experienced G3 Business Broker can help to make sure that your search starts with reasonable expectations.
Preliminary Search
Step 2 is applying your search criteria to the population of current businesses for sale to create a preliminary list of businesses that meet your requirements. As a member of Business Brokers of Florida, the largest state business broker association in the country, and the second largest association of business brokers in the world, your G3 Business Broker has access to a multitude of business listings. We also routinely search other commercial databases for businesses for sale directly by owners and those being offered by non-BBF brokers, and conduct continuous in-house prospecting campaigns to identify unlisted businesses that are contemplating selling. With G3 Business Brokers, you get access to the quantity and quality of businesses that gives your search the greatest chance for success.
Narrowing the List
Step 3 is evaluating the businesses on the preliminary list and narrowing the field of prospects to a reasonable number of “best candidates”. Unfortunately, listing information provided by sellers (and brokers) often downplays negatives and presents listings in the best possible light. When we speak with a business buyer who tried to “go it alone”, we often hear about the frustration that comes from wasting time talking with sellers and brokers, attending showings, and reviewing financial information only to find that the businesses are not what they were represented to be. With over 30 years of accountancy experience representing buyers in buy-side due-diligence transactions, G3 Business Brokers have the in-house expertise to pre-qualify listings and identify likely “deal killers” before wasting your time with a listing. Our rigorous pre-qualification process greatly enhances the likelihood that businesses with inflated numbers and exaggerated representations never make it to the final cut.
Best Candidates
Step 4 is evaluating the businesses on the “best candidates” list to identify those that most appeal to you. During this process, your G3 Broker will provide valuable guidance and insight that will allow you to make informed comparisons between competing listings. He/she will also provide information on prices that comparable businesses have sold and are selling for.
Making a Decision
Step 5 is signing a Confidentiality Agreement for each of the final prospects chosen, gathering additional preliminary financial and non-financial information (subject to a Sellers willingness to provide such information before a contract is negotiated), meeting with prospective sellers, and viewing the businesses. Throughout this step, your G3 Broker will initiate all contacts, participate in or conduct all communications, and attend all meetings and showings to insure that your interests are protected.
Offer & Contract
Step 6 is making the offer and going to contract. With over 30 years of experience to draw on, your G3 Broker will work closely with you to determine the appropriate offer, terms, and contingencies, to negotiate and prepare any necessary counter offer(s), and to memorialize the final agreement in the form of a purchase and sale contract. As Business Brokers of Florida members, we use the BBF Standard Asset Purchase Contract and Receipt; an easy to understand and balanced contract that is widely used by all BBF member companies. Ask us for a sample of the BBF contract if you would like to review one. While we would never advise a buyer about the need (or lack thereof) for legal representation in a purchase transaction, you will save significant money by using the BBF Standard Contract.
Due-diligence
Step 7 is managing the transaction through due-diligence. Once a contract is signed and a deposit is made to escrow, you should conduct a thorough due-diligence of the business. The purpose of due- diligence is to provide the buyer with the opportunity to verify the various financial and non-financial representations made by the seller during the preliminary negotiations. G3 Brokers accounting affiliate, Govoni & Company, Inc., has been conducting buy-side due-diligence services for over 30 years. Your G3 Broker therefore has significant knowledge and understanding of the procedures to be performed by your financial and legal representatives during due-diligence. This knowledge and experience will prove essential when problems or issues arise during due-diligence that could threaten to “kill the deal”.
Contingencies
Step 8 is the satisfaction of contingencies. Most closings are contingent upon the completion of various steps including possibly the assignment of a lease, the issuance of a license or permit, the issuance of an immigration visa, etc. While it is not always G3 Brokers responsibility to carry out the steps required to satisfy such contingencies, understanding them and managing their satisfaction is key. Contingencies can often cause closing delays, and if poorly managed, can be “deal killers”. With over 30 years of experience, there’s probably not a contingency we haven’t seen or managed to satisfaction.
Closing
The final step is closing. Once all contingencies are satisfied, the deal is set for closing. While the actual closing will be conducted by a G3 Brokers approved attorney, your G3 broker will work with the attorney to insure that all closing documents accurately reflect the agreement of the parties. During the days and weeks leading up to closing, your G3 Broker will also likely be assisting in preparing for the transition of the business, including consulting on topics like utility transfers, contract assignments, tax registrations, etc.
From search to closing, G3 Brokers is your comprehensive resource for business brokerage expertise.