What would a Broker do for me ?

What would an Estate Agent do for me? What could a business owner do themselves?

Pre-Sale & Valuing
Meet and discuss the motivation, reasons and personal preparation for the sale process
Spend time with the company learning every detail about the businesses, it markets, customers and staff
Identify the strengths and weaknesses, the opportunity and threats to the business
Puts a realistic market valuation on the business – built up from their knowledge of the market place
Bring previous market and sales knowledge into the valuation and sale negotiations
Critically appraises the business, if it should be sold, invested in or wound up
Conducts pre-sale audit proposing grooming measures that could drastically increase the value and saleability
Dry runs "due-diligence" to flush out issues that would dissuade a buyer and be used to justify a reduced offered price
Sound out all the acceptable and unacceptable terms, what can be offered, the alternatives and what is the bottom line
With the vendor flesh out future potential opportunities to grow the business value and profit for a new owner

Marketing
Preparation of confidentiality agreements, the summary and detailed memorandum of sale
Design & develop the most appropriate marketing package
Trawl pre-qualified list of pre-vetted prospective buyers
Advertise and market the business opportunity to targets prospects at our expense
Proactive direct mail and telemarketing marketing to generate serious buyers
Actively seeks interest in the business from various relevant networks
Vetting enquirers, transforming suitable parties into prospective buyers and then into interested parties
Maintain confidentiality (optional) as only a select and limited few people will know about the sale
Acts as an advocate of the business promoting the businesses and the opportunity

Negotiations
Work with buyer to (a) build confidence in their decision, (b) explain the business, the market and the how they can exploit the opportunities with a step change business plan and (c) leaver and raise funding to purchase the business.
Develop an intimate understanding of potential purchasers their motivations, aspirations and business objectives
Develop trust and promote honesty, thereby fostering confidence that will lead to investment being made in the process
Insulate the vendor from the detail of process allowing owner to concentration on running the business
Propose coherent, properly structured and well financed offers to the vendor
Suggest creative deal structuring i.e. 20% of the deal paid after 1 year could result in a 50% increase in the total offer.
Minimize business interruptions – Only necessary meetings and communications take place
Bargain small low loss concessions in return for high value returns
Removes emotion from the process – Meetings are conducted as cold and professional business decision making events.
As the broker is paid by the vendor, it is in the broker’s interest to negotiate the best package that agrees a deal
The broker will act as a 3rd party mediator with the objective to get the best but mutual acceptable deal
The broker is responsible for bartering sometimes complex offers – He will nudge parties along path to mutual agreement
Appraising the offer in terms of “the fit” i.e. strategic intentions, applicable benefits, motivation etc of the purchaser
Provide a communication channel for good and bad news – thus maintaining vendor/seller integrity
Maintain good relations with both parties even if negotiations falter or even break down.
Maintains dignity of both parties in negotiations
Fully communicate all developments to all parties
At all times the vendor will still remain in full control of all the key decisions.

Completion
Drafts and has signed mutually agreeable, non-binding terms of agreement (Heads of Agreement) – “subject to contract”
Seeks agreement with vendor & purchaser that their legal/financial advisors will be “servants of the deal, not masters of it”
Facilitates and supervises due diligence, lock out periods, arranging funding, stocktaking and insurance.
Liaise with purchaser’s solicitor to draft formal sale and purchase agreement
Liaison with vendor’s and purchaser’s solicitor until agreed sale and purchase agreement is finalized
Organizes, facilitates and supervises the formal completion and exchange of contract, documents, monies, shares etc
Consulting with both parties on the communication of the sale to all stakeholders

Cost: 5-10% of sale price

What would an Estate Agent do for me?

Values the business based on based on property price – the going concern part seen as a complication in the sale.
Balance sheet, goodwill and future potential normally excluded from value

Produces residential style marketing flyer – not sale prospectus
“FOR SALE” sign posted out front of premise – Implications of this on stakeholders
General office assistants deal with all enquiries, sending out confidential financial statements and business details. Details are posted in the window and made available to all enquirers eg Competitors, customers, staff, etc

Records offers from enquirers
Passes these on to vendor

Cost: 1.5-2% of sale price

What could a business owner do themselves?

Value the business – using advice from accountant and based on company’s historical figures
Market it themselves – put ad in Bel-Tel - mobile phone to preserve confidentiality
Discuss the business with enquirers – probably competitors giving a false name
Ask accountant/solicitor to put larger ad in Newspaper with enquiries going to them
Float the sale possibility with business friends, relations, suppliers & customers
Show potential buyers, competitors and neighbours around the business - just for interest
Negotiate the deal with a potential buyer – Buyer controls these negotiations and sets the terms
Accept a lower offer and poor terms - just fed up with the process and want to get out
Have solicitor / accountant write sale contracts
Run their business at the same time

Costs: Owners time selling & not managing, Solicitors time and outlay, Accountants time and outlay