Unraveling the Seller’s Predicament

March 20, 2025 By

Selling a business isn’t always 100% about the price.  It is not like selling a house where typically the most important factor is who places the highest offer.  In the end, if the seller is to achieve the most optimal results, there are other variables that should be considered. 

The idea of selling to a competitor is one that seems attractive to many business owners.  After all, a competitor has the built-in advantage of understanding the business and thus can theoretically understand the value of the business better than an outsider.  But while this point is quite valid, selling to a competitor comes with its own problems.  Selling means disclosing a great deal of confidential information, and that could prove to be very risky if the deal were to fall apart.

A second avenue that sellers will often explore is selling to a financial buyer.  A financial buyer is likely not to be a competitor.  But on the downside, a financial buyer may be unwilling to pay the seller’s price.  It is important to remember that a financial buyer is considering buying the business with the intention of selling it for a profit within a few years.

The highest selling price may come from a strategic acquirer.  But this doesn’t necessarily mean selling to a strategic acquirer is the most prudent course of action for a seller.  A strategic acquirer may not have the best interests of the company at heart.  When a strategic acquirer takes ownership, key employees and management may be replaced.  The company may even be moved.  Many owners are unprepared for the shock that may come along with a strategic acquisition.

There are other potential buyers, many of whom are frequently overlooked, who may be the optimal fit for a given business.  It is possible that the best buyer for a company could be one of its employees.  However, this option comes with risks as well.  Key employees and management may leave if the deal falls through, as they now know that the company is for sale.

Finding overlooked buyers is what business brokers do best.  Matching the right buyer with the right business is both a science and an art.  Teaming with the right business broker or M&A advisor can open up a range of new avenues and help a seller reach the kind of buyer that is as close as possible to the perfect fit.

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Filed Under: Seller Articles

What You Need to Know About Foreign Buyers

March 20, 2025 By

There is a potentially lucrative group of buyers that many sellers don’t initially think about.  We are talking about foreign buyers.  While there are some hurdles to working with these types of buyers, it is important to note that there are many huge advantages as well.  Let’s take a closer look.

How Are Foreign Buyers Different? 

At the top of the list of ways in which foreign buyers are different is that they are often seeking a visa.  Another commonality among foreign buyers, one that will surprise many, is that they may want access to the U.S. educational system. 

It is common for foreign buyers to want to buy a business so that they can get their children into a particular U.S. school district or college.  Sometimes the desire to be eligible for state tuition also plays a role in the selection of a business and the decision-making process.  In this sense, business location takes on a level of importance that it might not have for domestic buyers. 

It is important to keep in mind that there are cultural and business differences that play a role with foreign buyers.  Everything from a different use of business terminology to expectations can play a role.  This could impact negotiations. 

What About Visas and Immigration?

One of the most important things to remember is that foreign buyers are often navigating the complex world of visas and immigration.  Whether or not a visa is issued can dramatically impact whether or not a deal ultimately takes place.  This fact is often built into agreements.  For example, a purchase condition may be conditional upon visa approval.  Nonrefundable deposits may also play a role in the process.

What Do Foreign Buyers Really Want? 

Foreign buyers have been impacted by the pandemic too.  Yet, some factors remain unchanged.  Not too surprisingly, they will want to see that a business is profitable.  In this regard, you should be able to showcase profitability in a clear fashion.  You can expect foreign buyers to want to see tax returns and all the typical documentation that you’d need to provide to any buyer.

A second factor that foreign buyers are interested in is longevity.  If your business has successfully operated for decades, this will be a major advantage.  

Ultimately, most of what domestic buyers are looking for in a business will translate over to what foreign buyers are seeking as well.  With that stated, however, there are factors that are often unique to foreign buyers.  As mentioned above, navigating the often-complex visa process can add a wrinkle to the entire process.

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Filed Under: Seller Articles, Selling a Business

Successfully Navigating Seller Financing

March 20, 2025 By

Only a small percentage of the population is able to go through life without using some form of financing at some point.  Most people have little choice but to finance everything from their home and car purchases to their college education.  Now, with that stated, most business owners would love to receive an all-cash offer for their business.  But the reality of the situation is quite different.  The facts are that owner financing is very common, and it is sometimes the only way to put a deal together.

Sellers have to be ready and willing to entertain the idea that they may, ultimately, be called upon to handle some aspect of financing if they want to sell their business.  It surprises many to learn that if a seller is not willing to finance the sale, then buyers begin to worry and may even see this as something of a “red flag.”  The reason for this is that many buyers feel that if a business is a solid investment, then the business will be profitable and repaying the seller should be no problem. 

Buyers may worry that if a seller isn’t willing to help with financing there could be a “hidden” problem with the business.  It might occur to them that sellers are “jumping from a sinking ship.”  It is important that sellers keep this important aspect of buyer psychology in mind when addressing whether or not they are willing to finance.

Buyer psychology plays a major role in another aspect of seller financing and that comes in the form of collateral.  Sellers may want to have some form of outside collateral to secure the loan on their business.  While this may seem perfectly understandable to the seller, buyers can have something of a nervous response to this issue as well.  As much as buyers worry that a seller’s refusal to provide financing is a red flag, the same holds true for sellers who seek collateral.  Once again, the concern is that if the business was healthy and thriving there should be no need for collateral.  The buyer is left wondering, “What is going on here?  How worried should I be?  Why do they need collateral if this business is so great?” 

Typically, buyers are “maxed out” when buying a main street business.  They are allocating most of their available funds to the down payment on the business.  That means they will be unlikely to “push all their chips in” and gamble everything by also putting up the home, retirement funds or other collateral in the process.  Sellers need to see the situation from the buyer’s perspective and remember that a collateral requirement could mean that if the business fails, the buyer could be left with nothing.

Navigating the complex interaction between buyers and sellers is no easy feat.  It requires a careful balancing of several different skills, ranging from understanding finance to psychology.  Working with an experienced business broker can help buyers and sellers connect and find workable agreements so deals can get made.

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6 Tips and 90 Days to Protect Your Business

March 20, 2025 By

There can be no way around it, Inc. contributor Brian Hamilton’s April 2020 COVID-19 centered article, “6 Actions to Take in the Next 90 Days to Save Your Business,” isn’t pulling any punches.  Hamilton, Founder of the Brian Hamilton Foundation, believes that the next 90-days could be make or break days for business owners looking to navigate the choppy waters of the COVID-19 pandemic.  His latest Inc. article provides readers with 6 actions they should take now to survive the economic fallout of the COVID-19 pandemic. 

Tip #1 Vigorously Control What You Can

Hamilton’s first tip is to “Vigorously control what you can.  Vigorously ignore what you can’t control.”  As Hamilton points out, you can’t control the economy; instead, you need to focus on what you can control.  His view is that there has never been a more important time to focus, “More than ever, you’ll need to go to war with things within your control.”  Now is the time to exercise control.

Tip #2 Guard Morale

During tough economic times, employee morale can be a real issue.  This brings us to Hamilton’s second point, “guard employee morale.”  Significant drops in employee morale can lead to serious problems with your business, which is exactly what you don’t want to see right now.  Hamilton notes that you have to be the general that helps his or her troops rise above potential panic.

Tip #3 Preserve Cash

Hamilton’s third tip is to “preserve cash where you can.”  He states, “Right now, your motto should be: Live to fight another day.”  The pandemic means that you need to keep expenses down and watch every dollar.  No one knows what the next few months, or the next couple of years, could have in store.

Tip #4 Be First in Line

“Be first in line,” is Hamilton’s fourth point.  Hamilton wisely pushes business owners to be the first in line for government assistance.  This is very good advice, as SBA and other funds are likely to be limited.

Tip #5 Get Back to the Basics

Fifth, Hamilton recommends, “Get back to the basics…starting with monomaniacal customer service.”  As always, customers, whether existing or new, are the lifeblood of your business.  You can’t afford to lose customers now and for this reason, you need to have a laser-like focus on customer service. 

Tip #6 Pivot your Product or Service 

Hamilton’s sixth tip is to “Pivot your product or service to new conditions.”  Small changes to your business can open up new streams of revenue.  Even if these streams of revenue are comparatively small, they could mean the difference between sink or swim!  Try to step back and look at your business with fresh eyes and strive to find ways to offer something new to your customers.  Whatever you offer should be based on your existing goods and services and not require a new, large expenditure.

The COVID-19 pandemic is obviously disruptive, but it won’t last forever.  Hamilton’s advice of focusing intensely on the next 90 days is sound advice.  You won’t regret looking for ways to safeguard your business for the next 3 months.

Copyright: Business Brokerage Press, Inc.

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Filed Under: Blog, Buyer Articles, Seller Articles

Questions for Helping Businesses Survive the COVID

March 20, 2025 By

Developing Your 90-Day Plan

Those who want to make sure their businesses survive this pandemic will want to achieve a laser-like focus.  It is important to realize that the forced downtime triggered by the pandemic affords you the opportunity to work on potentially neglected aspects of your business. 

Summed up another way, now is the time for dynamic and focused action.  In this article, we’ll address what you can do to help your business survive this unusual time period. 

Reevaluating Your Business

It’s time to step back and look at every aspect of your business, including your processes.  You should be encouraged to find new ways of doing things.  In short, now should be viewed as a time of opportunity to reboot your business.  That way when the pandemic has subsided, and your business picks up once more, it is more efficient, more effective, and more competitive.

Scott Bushkie, Founder and President of Cornerstone Business Services, recommended that business owners create 90-day plans where they look for ways to innovate.  This strategic plan should focus on what they are going to do and what they want to accomplish.  It is critical that there is an actual plan that achieves tangible results and not simply a list of things that should be accomplished.  Listed below are a few questions you should be pondering.

  1. How can I outperform the competition?
  2. How can I innovate?
  3. How can I increase my use of technology?
  4. How can I deliver my products and services in a different way?
  5. How can I reduce my operational costs?
  6. Have I reached out to my suppliers and creditors for assistance?
  7. Have I applied to applicable SBA COVID-19 focused programs?
  8. What do I want to accomplish in the next 90-days? 

It’s Time to Reboot

The main point is that businesses should not look at this pandemic situation as some sort of “miserable and stressful vacation,” but instead as an opportunity to reboot what is not working, and look for ways to make improvements in every aspect of your business.  This process begins by asking the right questions and striving to find the answers.

In answering these questions and finding ways to help boost your rates of survival, you should turn to every asset at your disposal.  Why not ask your management team as well as all of your employees for ideas that could help their business?  Everyone should understand that owners are looking for ways to keep their business healthy while navigating the pandemic.

Now is the time for reflection, short-term and long-term planning, and tangible actions.  Business owners should also consult with a range of business professionals, including, of course, business brokers and M&A Advisors.  Brokers are uniquely positioned to help business owners through this crisis.

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Now is the Time for Focus

March 20, 2025 By

As of late April 2020, there is one thought at the forefront of the vast majority of businesses around the globe, namely, what steps do I need to take to stay in business until the COVID-19 pandemic is over or recedes?  There is no doubt about it, this is the “big question” of the day. 

The global economic structure hasn’t seen this much uncertainty since WWII, and some would argue that we’ve never seen this level of simultaneous global economic disruption.  Knowing what steps you need to take to keep your business up and running is of paramount importance. 

In short, business owners must be sure that their businesses are in good shape.  You should take every step possible to position yourself for when the economy is back up and running at full steam.  Right now, there is a degree of chaos and uncertainty, but this will not last.  As a business owner, you need to focus on getting your house in order.

Now is not a time to take a vacation.  Instead, you should be focused like never before on the inner workings of your business.  You should be striving to find ways to improve every single aspect.  Of course, this is easier said than done.  There is a real psychological hurdle, as for many people it seems as though everything has “stopped.”  While customers, clients, and staff interactions have been dramatically reduced, now is not the time for you to “check out” mentally and wait for things to get better.

Rarely, if ever, has it been more important for owners to invest as much of their time and energy as possible.  After all, as a business owner, you have already shown a great deal of drive and determination, as well as at least some level of out of the box thinking.  You have proven that you have what it takes to get through the recent challenges. 

Many will feel dejected right now.  But you should pool on the same skill sets that allowed you to create a successful business in the first place.  What obstacles did you overcome in life to create your business?  Was your business created during a prior economic downturn?  The odds are that you already have skill sets and strengths that will allow you to survive the fallout of COVID-19.

For business owners who truly want to survive the economic stress of the pandemic, ultimately, focus is key to survival.  The odds are excellent that there are revenue streams and different approaches that may have been overlooked.  Your job is to identify and then exploit those avenues.

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Essential Meeting Tips for Buyers & Sellers

March 20, 2025 By

The buyer-seller meeting is quite often a “make or break” meeting.  Your business broker or M&A Advisor will do everything possible to ensure that this meeting goes as well as possible. 

It is vitally important to realize that rarely is there an offer before buyers and sellers actually meet.  The all-important offer usually comes directly after this all-important meeting.  As a result, you want to ensure that meetings are as positive and productive as possible.

Buyers need to understand how the process of selling a business works and what is expected of them from the process.  Buyers also need to understand that following their broker’s advice will increase the chances of a successful outcome. 

Sellers should be ready to be honest and forthcoming during the meeting.  They also want to be sure to not say or do anything that could come across as a strong-armed sales tactic. 

Asking the Right Questions

If you are a buyer preparing to meet a business owner for the first time, you’ll want to make sure any questions you ask are appropriate and logical.  It is important for buyers to place themselves in the shoes of the other party. 

Buyers also shouldn’t show up to the buyer-seller meeting without having done their homework.  So be sure to do a little planning ahead so that you are ready to go with good questions that show you understand the business. 

Building a Positive Relationship

Buyers should, of course, plan to be polite and respectful.  They should also be prepared to avoid discussing politics and religion, which often can be flashpoints for confrontation.  When sellers don’t like prospective buyers, then the odds are good that they will also not place trust in them.  

For most sellers, their business is a legacy.  It quite often represents years, or even decades, of hard work.  Needless to say, sellers value their businesses.  Many will feel as though it reflects them personally, at least in some fashion.  Buyers should keep these facts in mind when dealing with sellers.  A failure to follow these guidelines could lead to ill will between buyers and sellers and negatively impact the chances of success.

Sellers Should Be Truthful

Sellers also have a significant role in the process.  While it is true that sellers are trying to sell their business, they don’t want to come across as a salesperson.  Instead, sellers should try to be as real and honest as possible.

Every business has some level of competition.  With this in mind, sellers should not pretend that there is zero competition.  A savvy buyer will be more than a little skeptical.

The key to a successful outcome is for business brokers and M&A Advisors to work with their buyers and sellers well in advance and make sure that they understand what is expected and how best to approach the buyer-seller meeting.  With the right preparation, the odds of success will skyrocket.

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Filed Under: Buyer Articles, Buying a Business, Seller Articles, Selling a Business

Negotiating the Price Gap Between Buyers and Sellers

March 20, 2025 By

Sellers generally desire all-cash transactions; however, oftentimes partial seller financing is necessary in typical middle market company transactions.  Furthermore, sellers who demand all-cash deals typically receive a lower purchase price than they would have if the deal were structured differently.

Although buyers may be able to pay all-cash at closing, they often want to structure a deal where the seller has left some portion of the price on the table, either in the form of a note or an earnout.  Deferring some of the owner’s remuneration from the transaction will provide leverage in the event that the owner has misrepresented the business.  An earnout is a mechanism to provide payment based on future performance.  Acquirers like to suggest that, if the business is as it is represented, there should be no problem with this type of payout.  The owner’s retort is that he or she knows the business is sound under his or her management but does not know whether the buyer will be as successful in operating the business.

Moreover, the owner has taken the business risk while owning the business; why would he or she continue to be at risk with someone else at the helm?  Nevertheless, there are circumstances in which an earnout can be quite useful in recognizing full value and consummating a transaction.  For example, suppose that a company had spent three years and vast sums developing a new product and had just launched the product at the time of a sale.  A certain value could be arrived at for the current business, and an earnout could be structured to compensate the owner for the effort and expense of developing the new product if and when the sales of the new product materialize.  Under this scenario, everyone wins.

The terms of the deal are extremely important to both parties involved in the transaction.  Many times the buyers and sellers, and their advisors, are in agreement with all the terms of the transaction, except for the price.  Although the variance on price may seem to be a “deal killer,” the price gap can often be resolved so that both parties can move forward to complete the transaction.

Listed below are some suggestions on how to bridge the price gap:

  • If the real estate was originally included in the deal, the seller may choose to rent the premise to the acquirer rather than sell it outright.  This will decrease the price of the transaction by the value of the real estate.  The buyer might also choose to pay higher rent in order to decrease the “goodwill” portion of the sale.  The seller may choose to retain the title to certain machinery and equipment and lease it back to the buyer.
  • The purchaser can acquire less than 100% of the company initially and have the option to buy the remaining interest in the future.  For example, a buyer could purchase 70% of the seller’s stock with an option to acquire an additional 10% a year for three years based on a predetermined formula.  The seller will enjoy 30% of the profits plus a multiple of the earnings at the end of the period.  The buyer will be able to complete the transaction in a two-step process, making the purchase easier to accomplish.  The seller may also have a “put” which will force the buyer to purchase the remaining 30% at some future date.
  • A subsidiary can be created for the fastest growing portion of the business being acquired.  The buyer and seller can then share 50/50 in the part of the business that was “spun-off” until the original transaction is paid off.
  • A royalty can be structured based on revenue, gross margins, EBIT, or EBITDA.  This is usually easier to structure than an earnout.
  • Certain assets, such as automobiles or non-business-related real estate, can be carved out of the sale to reduce the actual purchase price.

Although the above suggestions will not solve all of the pricing gap problems, they may lead the participants in the necessary direction to resolve them.  The ability to structure successful transactions that satisfy both buyer and seller requires an immense amount of time, skill, experience, and most of all – imagination.

Copyright: Business Brokerage Press, Inc.

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Filed Under: Buyer Articles, Buying a Business, Seller Articles, Selling a Business

COVID-19 Advice for Hospitality Businesses

March 20, 2025 By

Clearly, some industries are taking a bigger hit from COVID-19 than others.  Any industry that requires a great deal of interaction with the public, or where people gather in large groups, are obviously having very tough times.  Movie theaters and restaurants, for example, have essentially gone dark.  Some restaurants are easing the bloodletting a bit by providing delivery, but in the vast majority of cases, revenue pales in comparison to what it was prior to the pandemic. 

While there is no doubt that the hospitality industry is suffering right now, business owners should understand that there are concrete steps they can take now to improve their odds of surviving the pandemic.  In this article, we’ll explore a few of these key ideas.

One of the areas every decision maker and business owner in the hospitality industry should be thinking about right now is staff.  During a recent industry roundtable discussion, John Howe, chairman of the International Association of Business Intermediaries, pointed out that staffing problems will continue long after the pandemic has paused or is over.  He believes that hospitality businesses will have a tough time getting the staff they need, especially in the short run. 

His key piece of advice is to work to have a line on people for key positions.  This will allow you to at least get back up and running with basic operations.  While it may be a while before hospitality businesses are at “full steam,” it is critical that they are able to open up in some fashion, as this will translate into much needed revenue.  Hospitality businesses looking to survive the pandemic should focus on making certain that key positions have been filled.  In this way, the post-pandemic relaunch can be as smooth as possible.

Founder and President of Cornerstone Business Services, Scott Bushkie, explained that there are a lot of hospitality industry people out of work right now, and this represents a real opportunity.  Now, is the perfect time to potentially upgrade staff.  There are plenty of experienced and proven hospitality people looking for positions.  The new people you bring may come with extra benefits such as bringing their customers, suppliers, and other relationships with them.  For those in the hospitality industry who may have always wanted to upgrade their team, now is perhaps the best time in history to do so.

Employees are a foundational element of your business.  Improving your staff means you’ve improved your business and boosted your odds of survival.  Bringing in new team members can help you prepare for the post-pandemic business environment.  It also offers up the potential for you to upgrade an important element within your business.

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Dealing with COVID-19’s Economic Impact: Planning and Communication are Key

March 20, 2025 By

There are many things that you should be doing to deal with the COVID-19 pandemic.  At the top of the list is to be proactive.  Now is the time to be thinking about how best to position your business after the economy has returned to something near normal.  Now is not the time for self-pity.  In fact, not preparing for the relaunch of the economy will cost you.

In David Finkel’s recent Inc. article entitled, “10 Things Every Small-Business Owner Needs to Do to Deal with the Impact of COVID-19 on Their Business,” Finkel outlines the 10 key steps business owners should take immediately.  Finkel is the author of 12 business books and CEO of Maui Mastermind business coaching company.

There is no way of knowing how long the COVID-19 fueled economic downturn will last, and that means time is of the essence.  Business owners, regardless of their particular sector, need to prepare as though the economy could relaunch tomorrow.

Finkel’s 10 Things: 

  1. Take steps to protect your staff and customers from getting sick.
  2. Tell your customers what safety steps you’re taking.
  3. Educate your staff on how to stay healthy at work and at home.
  4. Engage in scenarios planning to deal with how markets could change.
  5. Enlist vendors and suppliers for help.  You should ask them to negotiate payment terms.
  6. Take steps to plan out your cash flow.
  7. Open a dialogue with your management team.
  8. Go on the offensive and look for opportunities.
  9. Get your team together and brainstorm.
  10. Be sure your key leaders communicate in a united fashion.

There are definitely some commonalities amongst these 10 important steps.  You’ll notice that communication and education are at the heart of most of these points. 

There is a lot of fear and uncertainty out there.  More than almost any time in modern history now is the time to communicate.  All business owners should be advised to communicate with their customers, clients, suppliers, staff, and management team in a clear fashion.  Effective communication based around a consistent and logical message can help to reduce fear.  The fear sections of the brain are driven by our primordial ancestors’ dread of the unknown lurking in the darkness.  Part of being a good leader is to reduce those fears whenever possible. 

Another common thread is planning, which includes looking for new opportunities.  Whenever there is chaos and fear, there are also opportunities.  You should be looking for those opportunities, whether it is improving your own business practices or looking for other companies to buy.

Good communication and planning can help you navigate these choppy waters.  Planning for the recovery from COVID-19 pandemic could be the difference between staying in business and going out of business.

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