Mid-Market M&A Handbook

Understanding Business Exits: How To Know A Buyer Is Real – 4 Areas to Explore

When it comes to selling your business, one of the most critical tasks is vetting potential buyers or capital providers. Ensuring that a buyer is genuine and capable of fulfilling their promises is essential to a successful transaction. There are four primary areas to focus on when evaluating a prospective acquirer: capability, information, experience, and planning. These areas provide a comprehensive framework for assessing whether a buyer is serious and qualified.

Capabilities & Knowledge

Capability

The first area to consider is the buyer’s capability. This includes both tactical and financial aspects. You need to ask, “Is the buyer able to follow through on the acquisition?” This means verifying if they have the necessary funds, people, and processes in place to execute the deal effectively. It’s not just about having the money; it’s also about having the operational capability to manage the business once the acquisition is complete.

For example, if a buyer claims they can purchase your business, you need to confirm they have the financial resources readily available. Additionally, evaluate whether they have the right team and systems to integrate and operate your business smoothly. This initial assessment of capability sets the foundation for the entire vetting process, ensuring that the buyer can realistically proceed with the acquisition.

Information

The second area to examine is the information. Does the prospective buyer have the necessary knowledge and understanding of your business and industry? It’s important that they are well-informed and capable of making educated decisions. This involves both the information you provide and the inherent knowledge they possess.

If a buyer from the widget industry wants to acquire an AI-driven services company, they must demonstrate a sufficient understanding of the new industry. Part of your role is to educate them about your business, but this should not turn into a mere “tire-kicking exercise.” The balance here is crucial: you need to ensure they have the foundational knowledge while also verifying that they are genuinely interested and serious about the acquisition.

Experience & Longer Term Plans

Experience

Experience is the third critical area. Assessing a buyer’s past performance can provide valuable insights into their future actions. “If you really want to see what someone’s capable of doing in the future, the best way to get some indication of that is to look to the past.” This means looking at their track record in similar acquisitions or relevant business operations.

If a prospective buyer has successfully acquired and managed several smaller companies similar to yours, this experience can indicate their capability to handle your business as well. However, if you’re dealing with smaller or earlier-stage businesses, the buyer may not have an extensive track record. In such cases, any relevant experience—professional or otherwise—becomes essential to validate their capability.

Planning

The final area to focus on is planning. A detailed and realistic plan is crucial for a successful acquisition. As Elon Musk famously probes in interviews, “Tell me a problem that you solved and how you solved it,” you need to delve deeply into the buyer’s plan. How do they intend to integrate and grow your business?

A comprehensive and detailed plan instills confidence. When a buyer can walk you through the process step-by-step, outlining what will happen over the next 100 to 180 days and beyond, it shows their commitment and preparedness. On the other hand, a vague or fluffy plan is a red flag. You need to ensure that the buyer’s strategy is specific and actionable, covering every detail from the initial acquisition phase to long-term integration and growth.

Bringing It All Together

When vetting a prospective buyer, it’s essential to consider these four areas—capability, information, experience, and planning—collectively. Each area provides a different lens through which to assess the buyer’s seriousness and qualification.

Starting with capability ensures that the buyer has the basic resources required for the acquisition. Information adds a qualitative dimension, verifying their knowledge and understanding of your business and industry. Experience offers a historical perspective, indicating their potential for future success based on past performance. Finally, planning ties everything together, demonstrating their strategic foresight and preparedness for the acquisition.

By thoroughly evaluating these areas, you can confidently determine whether a buyer is real and capable of delivering on their promises. This comprehensive approach to vetting ensures that you are well-prepared for a successful business exit, minimizing risks and maximizing the potential for a smooth and profitable transaction.