If you’re planning on a business agreement to buy or sell a business, you’ll want to know about term sheets. These non-binding agreements will help with progress for both parties. The information covered in the term sheet should include everything from pricing and terms to special considerations. You can expect it to be between one and five pages in length. 

What is the Difference Between a Term Sheet and a Contract?

When a term sheet is created, it demonstrates that there is an agreement between the buyer and seller and a business transaction is possible. However, neither party is bound to this transaction. On the other hand, a contract is typically a legally binding agreement that would hold up in a court of law. 

What are the Pros and Cons of a Term Sheet

While it can be beneficial that a term sheet is non-binding when buyers and sellers are exploring the terms of a deal, it’s also important to know that a term sheet can come with risks. Due to the fact that it covers many details about the potential deal, it can instigate either the buyer or seller pulling out of the deal if they are unsatisfied with the contents of the document.  

On the positive side, a term sheet can serve to greatly expedite negotiations and help things progress faster. Further, it can save time by making sure that the conditions of the deal are understood and accepted before formal documents are drawn up. It can play a huge role in clarifying objectives and circumventing misunderstandings that could ultimately end a deal at a later stage. 

Putting Term Sheets to Work on Your Behalf

One of your goals with your term sheet should be to create a situation that is beneficial for all parties. When a verbal agreement between a buyer and seller is put down on paper it can help a deal begin to take form and actualize in the near future. In the end, a term sheet can help a deal move along and ultimately be successful. It’s the perfect first step towards a completed deal. 

If you have questions about how a term sheet fits into your overall plan to buy or sell a business, this is a question that can be addressed with your business broker, M&A advisor, or attorney. 

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You’ll often hear business brokers and M&A advisors say that the right time to prepare for your exit is when you first launch. By that they mean that it’s important to always be thinking about how to optimize your business so that it is streamlined for an eventual sale.  Some of the savviest entrepreneurs and business owners are also thinking about partnering with those who will ultimately want to buy their businesses, even if the prospective sale of their business is many years away. It is easy to see why so many top-level entrepreneurs feel this way, as it is prudent to plan for the outcome you want from the very beginning.

It Pays to Think Ahead

The simple fact is that in most endeavors in life, it pays to think ahead. Selling a business is no exception. The rate of businesses that are being acquired is rising significantly. In a recent study at the University of Maryland, researchers found that in the last three decades the rate of venture capital-backed startups that have been acquired has soared from 10% to 90%.^[1]

Anyone building a business should build that company in such a way that it will be appealing for acquisition down the line. Thinking about who the ideal buyer might be will help you to properly shape your business operations.  

Many owners have an eye on businesses that work to serve similar markets. You may also want to think about how your product and your business model work to address an overlooked need within the existing customer base of that larger entity. If you can clearly show that acquiring your company will instantly lead to new business, then much of the battle is already won. By finding customers that a business is overlooking, you have positioned your business to be an attractive target for acquisition. 

Have a Success Oriented Strategy from Day One

In short, company founders must understand their customer, their product, and why a customer will want and need what they offer. Being able to attract the right talent is also important. If a successful staff is firmly in place, your business will be far more attractive to potential buyers.

Understanding from day one the path of your startup and where you want to go will make all the difference in your success. It is important to remember that it is much easier to build an acquisition friendly company from day one than it is to retrofit your existing company years down the road.  

1. The Great Startup Sellout and the Rise of Oligopoly

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Few business owners truly understand the complex dynamics of making a deal. Having never participated in selling a business before, the majority of business owners are blissfully unaware of what it takes to turn the dream of selling a business into a reality. Having a brokerage professional by their side is an easy way for a business owner to avoid the dangers that can easily torpedo a deal.

Keep Your Eye on the Ball

One of the most common reasons that businesses will fail to sell is that the business owner becomes obsessed with the pending transaction, and in the process, fails to keep up with the day-to-day operations of the business. The sales process can take months, or even years, and that means that the owner needs to pay attention to every aspect of their business or a prospective buyer could become very concerned.

Keep Confidentiality a Top Priority 

Another mistake that business owners can make, one that will quickly kill a deal, is a breach of confidentiality. If the sales process involves too many parties, then confidentiality often falls apart. Often the owner will call off the deal in frustration. A business broker or M&A advisor understands the tremendous importance of maintaining confidentiality and will prevent leaks from occurring. 

Seek Out Another Perspective

Being the boss for years, or even decades, means that a business owner may become rather set in their ways. Commonly, business owners may become rigid where compromises are concerned, especially when it comes to their business. As a result, a business owner may wish to negotiate every single item and detail which can send buyers running for the door. Some fights make sense and others should be avoided. Everyone can benefit from this essential third-party perspective, and this is another of the important ways that business brokers can help sellers.

Prepare Early

It can take years to properly get a business ready for sale. All too often, business owners will not prepare for the sale of their business until the 11th hour. Some business owners may even decide to sell on a whim or because of burnout. Unless a business owner prepares for the sale of their business well in advance, the business is unlikely to be ready to be sold. 

A business broker or M&A advisor knows precisely what it takes to get a business ready. For example, some areas that are particularly important for business owners considering selling a business are buying out minority stockholders, dealing with any pending lawsuits and cleaning up their balance sheet.

Keep Your Pricing Realistic

A fifth deal killer comes in the form of placing too high a price on a business. It is understandable that a business owner wants to receive top dollar as a business usually represents an owner’s life work. However, an unrealistic asking price can quickly destroy any chances a business has of being sold. A business broker can work with or without an appraiser to achieve a fair and realistic price and in the process dramatically increase the chances of a successful deal.

Buying or selling a business can have many twists and turns. Working with a brokerage professional stands as one of the simplest and most effective ways to avoid problems before they arise and, in the process, save the deal.

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Your brand is a customer’s perception about your business. It determines how they feel about the services and product that you offer. A consistent brand message over time will shape what clients and customers think about you and what you stand for. As a business owner, you need to be able to answer the following important question: why should customers care about you?

Every business owner has to think about the art of branding in order to build a stronger and more robust organization. This should incorporate the art of storytelling and the science of strategy in order to build a dynamic and memorable brand. 

Relationships with Your Clients

In creating a brand, it is vital to remember that brand creation ultimately takes place in the mind of the consumer. Each individual consumer will create their own version of the brand based on his or her perception. 

At the core of the entire process is building trust. The goal, both in the short-term and the long-term, is for customers to feel safe enough that they are confident in you and the products and services that you offer. Central to building that trust is demonstrating, in a clear and coherent fashion, what you are going to deliver and how you are going to deliver it.  

Learning from Branding Gurus

Seth Godin wrote, “Brand is the set of expectations, memories, stories, and relationships that, taken together, account for a consumer’s decision to choose one product or service over another.” With this in mind, you must ask yourself what you are doing to successfully cultivate and promote your brand in the marketplace.

Marty Neumeier is considered by many to be the father of modern branding. Neumeier stated that branding is centered on managing relationships between a company and people over many channels.

Allie Weaver, Co-Founder and Creative Director at Allie Weaver Productions, noted that branding is, “The act of giving people a reason to care about your business and a place to belong.” 

Author Bernadette Jiwa pointed out that great companies all have something in common. Great companies win by mattering. The people who build great companies know what they stand for, and then act on those beliefs in a consistent fashion. Think for a moment about two great companies, Apple and Nike, that have been highly successful in the utilization of modern branding.

Following Your Compass

Building a great brand starts with you. You must understand your vision and be able to answer the question, “Why Me?” Think about why your company exists and matters. How are you working towards keeping a consistent brand promise? In the end, your brand needs to be your compass. If you can understand why customers should choose your business, you’ll be well on your way to utilizing modern branding in a powerful and effective way.

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Deciding how the purchase of a business should be structured is no small task. If you are planning to help finance the sale of your business, you’ll want to tackle this issue very early in the sale process. When it comes to small business sales, a high percentage of deals include some seller financing. Here are some of the most important things you’ll want to think about beforehand.

Interest Rates

The simple fact is that interest rates cannot be overlooked. In an era where interest rates continue to climb, the future rates are far from certain. That’s why it is critically important to factor in interest rates to your buying decision. In the event that you find a buyer, you’ll need to decide what is the acceptable interest rate for a seller financed sale.

The Buyer and Debt

It is also quite important to know whether or not a buyer will assume any long-term debt or secured debt. Early in the process, you’ll want to address this topic and come to a conclusion regarding the optimal path forward. If there are favorable terms, this usually means a higher sales price.

Taxes

There will, of course, be tax implications to the sale. It is only prudent to work well in advance with a tax professional, to understand every tax implication. You should gain an understanding of how the taxes will work long before a sale takes place. You’ll also want to talk to an experienced attorney to understand the legal implications of seller financing.

Without a doubt, there will be tax implications that affect your sale. That’s why you’ll need to understand what those implications are and what it will mean for you.

Additional Costs

Just as taxes can throw a curveball into the mix, this fact holds true for additional costs. You’ll want to consider if there are any unsecured creditors that still need to be paid in full. Closing costs are another commonly overlooked issue. It is prudent to determine whether or not the seller plans on paying for part of the closing costs. Closing costs, just like taxes, can be sizable and should not be overlooked.

Knowing Your Lowest Price

Before walking into any negotiation, you need to know what is your lowest price. It can take months or even years for a business to sell. You need to know what your lowest price is for when the day comes that an offer is made. 

Working with a business broker or M&A advisor is a savvy way to address all of these issues well in advance. There are many factors that go into the sale of a business and having an experienced professional by your side is simply invaluable.

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Eventually every business owner needs to sell or think about who will take over their business when they retire. Working with an intermediary is an easy and streamlined way to jumpstart the process and learn what mistakes to avoid. A business broker or M&A advisor can help you to understand what steps to take to achieve optimal results. 

Teamwork Makes the Dream Work

First, it is simply critical to understand that selling a business is a team effort. No seller should begin working with an intermediary with the idea that the intermediary will do “all the work.” The reality is that in order to achieve a successful sale, it is necessary for the seller and the intermediary to work closely and engage in a good deal of communication. 

Other key people such as executives and advisors will also have to work closely with your business broker or M&A advisor. Without a doubt, selling a business is a group effort that will need cooperation from many parties. For example, you’ll also need the cooperation of key management and team members when a prospective buyer visits the business.

Prepare for an Extended Process 

Another essential point to remember is that selling a business can take time. It is common for the sales process to take between six months to a year, but it can also take even longer than that. Sellers should enter the sales process realizing that they will be working closely with their chosen intermediary for a considerable period of time. That means that you’ll want to be sure to keep your intermediary well informed regarding any developments with your business for an extended period of time.

Be Open to Ideas 

Third, remember that your intermediary has invaluable experience and that you hired them to guide you through the process. It is not necessary that you blindly follow all their advice; however, it is essential that you be receptive to all their suggestions. 

Your intermediary may have years, if not decades, of proven experience selling businesses just like yours. It only makes sense to take advantage of that experience as much as possible. Your intermediary may have suggestions about what type of buyer you should be targeting or they may even have ideas as to how you can change your business to make it more attractive to prospective buyers. When intermediaries know that they have a receptive audience with a given buyer, they will feel more comfortable providing valuable suggestions.

The time to contact an intermediary about selling your business is now. Getting a business ready to sell takes time, effort and preparation. The sooner you begin working with a business broker or M&A advisor, the sooner you can begin charting a path to eventual success.

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Experts recommend considering adding an advisory council to your business. This informal board would provide strategic advice on business management related issues. An advisory council would be in place to provide advice to your business, but unlike a board of directors, they will not actually make the key decisions. Further, while a board of directors often has equity in the business, an advisory council does not. Of course, an advisory council is not right for every business. You will typically see them in businesses that are making between 3 and 25 million. 

Consider Your Strengths and Weaknesses

There are many fundamental needs of a business and most entrepreneurs are good at one or two, but cannot excel in every area. The advisory council, as well as other outside experts, can be a great way to fill in the gaps in an entrepreneur’s abilities. 

Beyond understanding the strengths and weaknesses of a company, it is also important for an advisory council to understand the goals of the business and create a business strategy. Understanding the lifetime goals of the entrepreneur, what they want to accomplish, and the work necessary to reach those goals, are all of vital importance.

Time Commitments Involved

In terms of the time commitment involved, experts say that the best approach is to limit the number of advisory council meetings to 12 per year, with 3 quarterly meetings onsite with each meeting lasting approximately 3 to 4 hours. Additionally, you may want to consider 1 lunch meeting per year and sporadic Zoom meetings. 

Implementing Recommendations 

Having an advisory council and implementing their recommendations are, of course, two different things. It is important that any plans also have reasonable time frames as well as a facilitator that can serve to motivate staff.  

An advisory council can be extremely valuable in that they provide a new perspective on the business. While there is no doubt that creating and maintaining an advisory council may be a lot of work, there are ample potential benefits to consider. Additionally, the process of creating an advisory council and implementing their recommendations can dramatically increase the value and salability of your business. 

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In the day-to-day routine of running your business, it is easy to forget that eventually the day will come when you need to sell. The last thing that any business owner wishes to discover is that they are ready to exit, but they are hopelessly underprepared. One of the key ways to prevent this from happening is to prepare for the sale of your business as far in the future as possible. 

1. Always Look Ahead to the Future

Many experts consider not having an exit strategy to be a risky endeavor. 

So, what are some of the most important steps that business owners need in preparation for selling their business? The first step is thinking about your exit strategy on the day you found your company. 

If you build your business while keeping an eye on the fact that you will one day be seeking to be acquired, then you will adjust your plans and strategies accordingly. All of this means understanding the market and knowing exactly what prospective buyers want from a business. In other words, the sale of your business should be built into its very foundation.

2. Think About Prospective Buyers 

There are a variety of reasons why acquisitions occur. For example, sometimes it is an entrepreneur looking for opportunities, and sometimes it is a business in the same industry that is looking to expand. The more you can learn about the motivating factors that cause individuals and entities to buy businesses, the better positioned you will be. 

3. Constantly Network 

Another good idea is to constantly network and make connections. The more people you know, the better off you will be. You may be running and developing your business for decades. During this time, get to know as many people in the industry as possible. 

While it may be necessary to modify the exit strategy in the future, having one in place serves to create an invaluable framework for when the time comes to sell. A savvy business owner will have a well thought out exit strategy in place at the very beginning.   

When you work with a business broker or M&A advisor, you will also benefit from their professional connections and years of networking with buyers. Selling a business is all about preparation, making connections, and finding the right advisors and partners.

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It is easy to get lost in the numbers when it comes to selling your business, but it is important to remember that the numbers only tell one side of the story. Both buying and selling a business come with significant mental and emotional ramifications. 

Why is this so critical to understand? Sellers who are not emotionally ready might subconsciously take steps to interfere with the sales process. Typically, sellers have invested a great deal of time and effort into their business, and as a result, they may simply not be truly ready to sell. Before the day comes to put your business up for sale, pause and reflect on whether you are 100% onboard. 

Let’s take a look at some of the questions to ask yourself so that you can decide if you are truly ready to sell.

Do You Have Future Plans? 

Topping the list of emotional factors that you need to consider when selling are your plans for the future. If you don’t know what your plans are for after selling your business, you may encounter difficulties post-sale. 

Far too often, business owners discover that they don’t know what to do with themselves after a sale has taken place. All the mental and emotional effort put into running a business has to be redirected once the business has been sold. It is crucial that before you sell your business, you have something new and exciting to work on in the future.

Do You Have a Strong Support Network?  

A second emotional factor to consider before you sell your business is whether or not selling it will lead to social isolation and stress. It is very common for business owners to form long-term friendships and bonds with numerous employees. 

Quite often, business owners begin to feel as though their employees are something like extended family. Suddenly not working with that extended family can bring with it a fair degree of social isolation. 

It is not uncommon for business owners to have many of their social needs met at work. Once those friendships are gone, many business owners can feel isolated, and isolation can lead to stress and a sense of regret. It is prudent to make sure your social network is robust enough that selling your business doesn’t lead to unexpected mental and emotional stress.

Selling a business is a massive decision for most business owners. It is a prudent move to be sure that you actually do want to sell. Once your business has been sold, there is no turning back.  

The last thing any business owner wants is to sell their business only to discover that they regret the decision. Don’t simply focus on the profit to be gained when selling your business, but also on the ramifications of that sale on your life and future happiness.

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Obviously, serious buyers want to carefully look at the financials of a company under consideration and all of the other major aspects of the company. However, there are a few other areas that the serious buyer will investigate that sellers may overlook.

The Industry – The buyer will want to take a serious look at the industry itself, the customers, the suppliers, the competition, etc. This investigation will cover the strengths, weaknesses, threats from competition, and opportunities of the potential acquisition. With the growth of the “big box” retailers, much power has shifted from the manufacturer to the retailer. A manufacturer may want to increase prices, but if Wal-Mart says no, it’s a very powerful no.

Discretionary Costs – Some sellers will reduce their expenses in discretionary areas such as advertising, public relations, research and development, thus making for a higher bottom line. However, these cuts will hurt the future bottom line, and smart buyers will take notice of this.

Obsolete Inventory – This is another area that buyers take a serious look at and that can impact the purchase price. No one wants to pay for inventory that is unusable, antiquated or unsalable.

Wages and Salaries – A company may be paying minimum wages, or offering few or low-cost benefits, a limited retirement program, etc. These cost-saving devices will make the bottom line look good, but employee turnover may create expensive problems later on. If the target company is to be absorbed by another, compensation issues could be critical.

Capital Expenditures – The serious buyer will take a very close look at machinery and equipment to make sure they are up to date and on par with, or superior to, that of the competition. Replacing outdated equipment can modify projections and may affect an offering price.

Cash Flow – Serious buyers will take a long look at the cash flow statements and the areas that affect them. The buyer wants to know that the business will continue to generate positive cash flow after the acquisition (i.e.: after servicing the debt and after paying a reasonable salary to the owner or general manager).

Other areas that sellers overlook, but that the serious buyer does not are: internal controls/systems, financial agreements with lenders, governmental controls, anti-trust issues, legal matters and environmental concerns.

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