Selling your business: Always ask these four questions first


Originally published in American City Business Journals

By Bruce Willey

That little seed of a question has entered your brain and taken root: Is it time to sell my business?

As it grows, you might find yourself putting a little bit less effort into your day-to-day tasks, instead daydreaming of the beachfront property where you’ll soon be living out the rest of your days in bliss.

Sounds great, right? Now take that root and yank it out of the ground.

Don’t worry, it’s still alive. It can still be replanted. You’ll make it to that beach eventually, but only if you ask yourself a few critical questions now.

That goes double if you’re a small or medium-sized business and find yourself negotiating with a private equity firm or other deep-pocketed outfit. The more sophisticated the buyer, the more sound your strategy needs to be before the sale process begins.

Before that process starts, ask yourself these four questions.

1) What’s my goal?

I recently had clients who decided it was time to retire. But when it came time to get the deal done, they nitpicked every detail, asking for more and more to the point where it threatened the deal.

Finally, I asked what it would take the get the deal done. What, really, was the most important thing to them? It forced them to be honest with themselves in a way they hadn’t been before.

They were unhappy with the challenge at first, and then, just a few hours later, grateful to have been asked. As it turned out, they’d never actually shared their ultimate goal with me or even each other. Once they did, they realized the details that once seemed important no longer were. The deal got done, and they got what they wanted.

Ask yourself what you care about. Is it getting a fair market value for your company? Is it living in Costa Rica and never working again? Is it keeping the company with someone you know and trust?

Taking time now to consider exactly what you want out of an exit will prevent you from having to do that sort of thinking while someone’s waiting on a signature.

2) To whom do I want to sell?

Who you sell to will have a significant impact on how the entire process will proceed and how the deal will be structured. It’s a critical question to ask not only to ensure you’ll make a deal you’ll be happy with, but to ensure you have the right advisors working on the right things.

If you want to keep your business in the family, for example, the sale will be completely different than if you’re selling to an investment firm. The terms, what you get out of it, and how you get your money could all change.

I’ve seen owners who pulled out of a deal simply because they thought the buyer seemed arrogant, yet in that process cost themselves all the time and money they had invested up to that point. They didn’t like who they ended up with, because they didn’t think about who they would like.

Sketch out who your ideal buyer is well ahead of time, months, even years in advance if you can. You might not find them, but at least you’ll know who you’re looking for.

3) How much longer do I want to work?

You get an offer for a million dollars, or $10 million, or more. Great! But don’t get seduced by the figure. Again, consider what really matters to you.

If you’re ready to exit, chances are you’re also ready to do something else with your life. But many owners agree to provisions that will keep with the company for one, two years, or even longer. In some cases, they end up working more after the sale than they were before.

Be upfront and clear with yourself, your team, and your potential buyers about what you want your transition to look like. Know what kind of role you want to play, if any role at all. Does something as small as still being referred to as “founder” matter to you? Say so. Are you okay with helping out during the transition period so long as it means you never work more than 10 hours a week? Put it in writing.

Decide what you want now, and you won’t have to regret the demands you never made.

4) Am I actually ready to sell?

A buyer may knock on your door unexpectedly at a time when you don’t even have a firm grasp of what your company is worth. A sudden offer is flattering, but does it make sense at a time when you haven’t even conducted any due diligence?

Working on someone else’s timeline, or one of your own making that isn’t thought through, is a recipe for conflict. Don’t let someone else dictate your plans, and don’t let your own lack of planning throw them off track.

Yes, you can and will achieve your dream — but you’re going to have to work for it, harder maybe than you’ve ever worked before.

There’s no guarantee it’ll all turn out exactly as you planned. But the chances improve dramatically if you actually take the time to ask yourself what you really want.

Bruce Willey has been working with small to mid-size businesses across the country for more than a decade helping them navigate business and tax law in a variety of situations. His services include assisting with business startups, operations, growth, asset protection, exit planning and estate planning.