We are working closely with owners looking to sell their Accounting businesses. While transactions can be stressful and there is no guarantee of success, this feels like a good time to consider a sale.
So what is the sales process?
Each transaction is different but let’s look at some of the most common steps.
1. Building a Valuable Business
This entire conversation is moot unless your business is worth selling! That broadly means it could flourish under new ownership. For these purposes, we’ll assume a ‘transaction ready’ business.
2. A Commitment to Sell
Selling a business is not something you do part-time or take lightly. You need to arrive at a clear decision to sell after considering all options and hearing the opinions of trusted friends and family. Perhaps you are selling for retirement, health reasons, boredom, new opportunities, or wealth creation?
Consider also what life will look like after the transaction. You may think golf six days a week sounds like bliss… but is that the life you really want?
(Frankly, we often discourage potential sellers because we believe a well-run Accounting business can deliver a lucrative and fun lifestyle for owners. But it needs to be well-run!!)
3. Define the Important Terms (the non-negotiables)
Everything is for sale… it’s just a matter of price, right?
Valuation is important… but there are other potential ‘deal breakers’ like payment terms, how long you will remain with the business, your role, the reputation of the buyer, etc. Get clear on your ‘minimum requirements’ in case a transaction goes ahead.
4. Develop a ‘Teaser’ (Business Summary)
Whenever you start a conversation about selling your business, people will ask for a high-level summary, preferably in writing. So, put together a brief (confidential) document explaining recent financial performance, the client base, the team, reasons for selling, indicative terms, and any unique aspects of your business.
The objective is to attract interested parties but also weed out those who could waste your time.
5. Building Interest in your business
Share the business summary with interested potential buyers and ‘qualify’ them. Important criteria include that they have the means to acquire your business. After that, you are looking for a commercial ‘fit’ and also to secure (at least) those minimum terms we mentioned above. This process can take weeks or months and will involve both sides (confidentially) exchanging information.
A skillful seller will create ‘competitive tension’ meaning there are numerous potential buyers vying to present the best possible deal.
6. An Expression of Interest (EOI) – getting serious
At some point, one or more interested buyers may submit an Expression of Interest, which:
- Details the terms on which they’d complete this transaction
- Is non-binding
- Is contingent on completing due diligence to their satisfaction
- Is ‘exclusive’, meaning you’ll stop talking to other interested parties for a set period.
You would not go down this path unless you felt there was a good chance of completing the transaction with this potential buyer on favorable terms.
7. Due Diligence
At this point, the buyer wants to confirm that their understanding of the business is accurate by reviewing a whole lot of financial, client, employee, and other data. Different buyers will approach this differently but all will be interested in the client base since this is the main asset they are buying.
This process can be made more efficient by getting clear information requests upfront and setting up data rooms.
The Seller usually gets to know the Buyer well during this process including if/how you want to work with them. It’s also challenging because you are trying to run your business at the same time while keeping the potential transaction confidential from clients and employees. Preparation makes things easier.
8. Draft Agreements
Depending on the outcome of Due Diligence, the Buyer will draft Agreements of Purchase and Sale, (and related agreements). The Seller needs to study these to ensure the commercial terms meet their needs. Attorneys will study them to ensure their legal integrity.
There will probably be terms to negotiate and you’ll need to plan what happens after closing (e.g. re clients, team members, the office, subscriptions, existing entities, furniture, equipment, signage, office supplies, the business name, etc.)
If an agreement is reached a date will be set for closing whereby the initial cash is paid and agreements are signed. Then implementation begins!
It is said that a relatively low percentage of transactions satisfy the needs of BOTH Seller and Buyer. And when things go wrong they can go very wrong, ending in conflict and litigation.
Planning the transition well in advance and anticipating all possible events and outcomes will reduce risk. So will a spirit of compromise because it is highly unlikely either party will get everything they want from a transaction.
That’s a high-level look at the process… and – frankly – books have been written on any single point above!
Most Accountants will need help with selling their business because this is something they do only once in their lives. People who have been through the process multiple times will offer skills, experience, insights, and contacts to help.