Mid-Market M&A Handbook

The 7 Steps of Selling Your Business

Selling a business is a complex process that requires careful planning and execution. Once you’ve decided to sell and hired someone to represent you, the real work begins. Here, I’ll outline the seven steps of selling your business from start to finish, ensuring a smooth and successful transaction.

Initial Processes

Step 1: Information Gathering and Narrative

The first step in selling your business is gathering all relevant information to create a compelling narrative. This involves working closely with your representative to collect data about your company’s competitive edge, focusing on key elements such as your people, processes, and products or services. The goal here is not to overwhelm potential buyers with every detail but to select the most impactful pieces of information that will captivate an audience and generate interest.

Creating a strong narrative is crucial. It should crystallize why your business is special and highlight its unique selling points. This narrative serves as the foundation for all subsequent steps, making it essential to get it right from the beginning.

Step 2: Research

Once you have a compelling story, the next step is to identify potential buyers. This involves researching both financial and strategic buyers. Financial buyers might include family offices, independent sponsors, or private equity firms. Strategic buyers could be public or private companies looking to expand their operations or enter new markets.

Effective research is about precision. Instead of sending out mass emails to thousands of contacts, focus on a targeted list of 100 to 200 potential buyers who are likely to see your business as a valuable addition to their portfolio. This proactive approach increases the chances of finding the right buyer who fits the puzzle perfectly.

Step 3: Outreach

With a targeted list of potential buyers, it’s time to reach out. This step combines automation, artificial intelligence, and traditional methods like phone calls to get eyes on your opportunity. The initial contact is critical because you only have a short window to capture the buyer’s attention.

Your outreach needs to be impactful and concise. If there is genuine interest, the dialogue will naturally slow down as the buyer takes a more thorough look at the opportunity. The key here is to make the most of the brief period when your business is on their radar.

Extracting Offers

Step 4: Distilling

After generating interest, the next step is to narrow down the list of interested parties. This distilling process involves separating serious buyers from those merely gathering information. Typically, this phase takes place from day 60 to day 90 of the process.

Using specific techniques, you can winnow down the list to focus on the most promising candidates. This step ensures that you are spending your time and resources on buyers who are genuinely interested in acquiring your business.

Step 5: Negotiating

As offers start to come in, the negotiating phase begins. This involves aggregating all the offers received and comparing them side by side across various variables such as value, structure, transition period, and stakeholder considerations.

The objective is to optimize these variables to achieve the best overall deal. Negotiation is a critical step that requires careful analysis and strategy to ensure you get the most favorable terms possible.

Step 6: Letter of Intent (LOI)

Once you’ve decided on the best offer, the next step is to formalize the agreement by signing a Letter of Intent (LOI). The LOI outlines all the relevant business terms and sets the stage for the next phase of the process—formal due diligence.

The LOI is a crucial document as it signifies both parties’ commitment to moving forward with the transaction. It provides a framework for the remaining steps and helps to ensure that everyone is on the same page.

Finalizing & Closing

Step 7: Formal Due Diligence

The final step in the process is formal due diligence. This involves a thorough review of all aspects of your business, including technical, legal, and financial areas. When done correctly, due diligence should be confirmatory, not evaluative.

This means that the purpose of due diligence is to confirm the accuracy of the information provided and ensure there are no hidden risks or issues. It should not be an opportunity for the buyer to renegotiate the deal. By this stage, both parties should be committed to completing the transaction, with due diligence serving as the final verification step.

Recap and Conclusion

To summarize, the seven steps of selling your business are:

  1. Information Gathering and Narrative: Collect relevant data and create a compelling story about your business.
  2. Research: Identify potential buyers through targeted research.
  3. Outreach: Engage potential buyers using a combination of methods to capture their interest.
  4. Distilling: Narrow down the list of interested parties to focus on serious buyers.
  5. Negotiating: Compare and optimize offers to achieve the best deal.
  6. Letter of Intent (LOI): Formalize the agreement with the chosen buyer.
  7. Formal Due Diligence: Conduct a thorough review to confirm the details and finalize the transaction.

Each step involves its own set of challenges and requires careful attention to detail. By following this structured process, you can navigate the complexities of selling your business and achieve a successful outcome.