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Life After Sale

There are a myriad of reasons why you might look to sell your company: retirement, further resources are required to grow, or it is an opportunistic time. Whatever the reason, this is likely to be the pinnacle of your career as the amount of time and money invested into your business will come to fruition when it sells, securing the future for you and your family.

But what happens after a sale? The business which you have invested years into, and the place where you spent the majority of your time, has passed on to somebody else. You may have made a tidy sum of money from the sale, which many people would be satisfied with as they may never have to work again and be able to live in the lap of luxury, but once the holiday of a lifetime has been taken, what then?

And what about how the company will thrive going forward? This is maybe something that you have grown from the beginning, and you want to see its continued success, as well as ensure the future of your employees who have been loyal to you.

At Benchmark International, we understand that there is life after the sale of a business and so structure a shareholder’s exit to suit both them, and the welfare of the company going forward.

The following are companies which Benchmark International has sold and structured the deal to allow for a successful life after a sale for both the shareholder(s) and the business.
ROC NORTHWEST

ROC Northwest had been established for nine years before the shareholders, Hilary and Glyn Waterhouse, decided to sell. They had built up a company which provided education, residential, and domiciliary care services to young people with emotional and behavioural difficulties, autism spectrum disorders, learning and physical disabilities, and those with challenging behaviour issues, from seven properties throughout the north west of the UK.

They had a vested interest in ensuring that the company was sold to the right acquirer, not just to ensure that the welfare of the young people in their care was maintained, but also to ensure that the staff that had been loyal to them remained in employment. As such, a large number of interested parties were presented to ROC Northwest and the shareholders were able to choose the acquirer which best fit their ideals. Commenting on the acquirer’s plans going forward, Glyn said:

“We actually sold the company to a firm called CareTech Holdings PLC. They wanted to keep our managers, they wanted to keep the staff, they wanted to keep the homes. In fact, they didn’t want to change anything about the business. It was very important because once you start a business from scratch, you want that business to succeed; you’ve got loyalty from your staff, and you want the staff to be in place and have their jobs, so it was very important that we found a buyer that followed that ethos and allowed us to continue the hard work that we were doing.”

The shareholders at ROC Northwest wished to sell the company as they were looking at other business opportunities and wanted to spend more time together as a family. As this was the case, Benchmark International negotiated a seven figure deal with the majority forming a cash payment on completion. Now, Hilary has been able to purchase an equine business and has a total of eleven horses, growing from two.

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When Do I Tell My Employees I'm Selling?

The thought of selling your business has been on your mind for quite some time, and now you have made the decision to sell. The business is ready to go and you have been working with your advisor to bring in a suitable buyer. The offer comes in and you have signed a letter of intent. The process is in motion, and this is what you have been waiting for, but what about your employees? Your exit plan has been on your mind, but your employees probably haven’t given much thought to what will happen if and when you exit the business. You have a couple options when it comes to sharing the news of your business sale to your employees.

Share Nothing:

Some business owners opt to not share the decision to sell with their employees at all. This option can be viewed as inconsiderate, but it does alleviate the risk of a mass exodus from the company. There are pros and cons to any decision, but not telling your employees right away and keeping information for yourself allows you to keep them from undue stress.

It’s important to protect the integrity of the deal and the company. This means you need to keep details under wraps. If you spill the beans to your employees, there is no guarantee that the information will stay within your company, and it could be concerning for your client base if they catch a whiff of the pending sale.

This doesn’t mean you can’t put things in place to protect your employees through a transition, of course. You just need to pay attention to their needs and ask your advisor what your options are in a sale. If you choose this route, you need to be prepared to extinguish any rumors and answer employee questions the best you can if they notice any changes taking place.

Keep Them in the Loop:

Some owners think the best policy is to be transparent with employees from the outset. The decision to sell has been made, and you are exploring options. So, you want to inform your employees what’s going on. You can be up front with employees and let them know of your plans to sell and your desire to find the right buyer for the company who will instill the same values you hold as a business leader.

This will need to be handled delicately, so your employees will remain comfortable throughout the process. You will need to drive home the initiative that you are doing what is best for the company as a whole and selling the business doesn’t mean the end of the business but rather the growth of the business. It is important to keep the conversation positive, so your employees will get on board with your plans.

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Dry Powder in Private Equity: A Struggle to Spend or a Welcome Resource?

Dry powder is currently a hot topic within the private equity industry because the levels of dry powder are at a record high since the financial crisis, with over $1T of committed capital available.

It is the term used for the amount of cash reserves or liquid assets used by an investor for investment purposes, but has not yet been deployed and there are a number of reasons why there is an excess. In part, there are surplus cash reserves as a result of the strength of fundraising – more cash risen, more cash reserves. However, this is a tale of two halves as private equity has not been spending as much in previous years – asset prices have been inflating and private equity firms are reluctant to pay a premium for these assets. In fact, there has been a year-on-year decrease in private equity funding from 2015 to 2017.

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Upcoming M&A Webinar: Now that the Valuation is Set, Here’s Where You will Win or Lose the Deal

July 26th @ 10am EST

Register Now >> http://bit.ly/2Nvampu 

Many sellers think they have reached the finish line once the buyer has been selected or perhaps when the letter of intent is executed. Even those who know they haven’t reached that line often believe all key elements of the transaction have been ironed out and all that remains is the “technical” part. To better understand many of the material issues that remain open after the letter of intent is executed, this webinar will walk participants through a wide array of those
open issues. 

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The Benefits of Choice in Formal M&A Process: Partnership Essentials

After an M&A deal has been concluded, it is unusual for the seller to depart a business immediately. Whether it is a short-term work out or a longer-term growth plan, invariably there will be is a period in which the buyer and seller will operate in partnership.

In all partnerships, be they personal or professional, the ability to achieve the outcomes and aspirations sought relies to some degree upon the compatibility of the individuals. Almost all studies on the essential components and attributes of successful partnerships, unsurprisingly, conclude that the dynamics of a partnership are determined by the same criteria as any relationship, namely, the personalities involved.

The reason for failed M&A transactions has been studied extensively by academics and professionals alike, but these studies contain little to no data comparing the success and failure rates of transactions concluded with the aid of a formal competitive M&A process and those without. However, common to almost all studies of failed M&A transactions, and often deep into the reports, are cursory references to cultural integrations, yet these are rarely addressed or understood during negotiations.

To truly understand whether the fundamentals for an effective and successful partnership exist in a new relationship is not simple, but it is an exercise that can be explored in the context of a process that exposes the business owner—the seller—to choice. It is a common misconception that the M&A processes only generate choices through the creation of price competition.

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Inspiring the Millennial Generation

Benchmark International is a worldwide company, with offices in the UK, South Africa, Europe and the USA. A global company requires a large number of employees – a figure that is currently growing for Benchmark International.

Sourcing the right candidate for the role is probably one of the most difficult things to do, particularly now as a third of the global workforce are millennials – a generation that receives a lot of negative press and by all accounts is not a group of employees you would want in the workplace.

Words that are synonymous with the group are entitled, unfocused, narcissistic, lazy, selfish – among a whole host of other words with negative connotations.

But what has cultivated such an entitled (enter other negative words here) generation? Or what has caused such a backlash against them?

In a popular viral video, motivational speaker and marketing consultant Simon Sinek gives four reasons as to why this has happened and ties it in to why it is now causing problems in the workplace. He attributes it to PARENTING.

Sinek claims that millennials have been subject to failed parenting strategies, derived from being mollycoddled in such scenarios where children have received participation medals when they’ve placed last, or received top grades in school for work because of the persistence of a parent. This then causes a problem in the workplace as parents are not there to secure a promotion for their child.

 

TECHNOLOGY

Technology is a problem for millennials according to Sinek because of engagement in social media. He states that millennials are constantly engaged with social media because it is an addiction – when a person receives a ‘like’ for a status, picture etc., or receives a message, dopamine is released from the hypothalamus in the brain, the same chemical that is released when someone smokes, drinks, or gambles. Sinek says that technology is being used to deal with stress, much like an alcoholic would depend on alcohol, and has prevented millennials from developing meaningful relationships, as they will turn to technology as opposed to a friend.

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Benchmark International Facilitates the Sale of Sonne Tribble, LLC

Benchmark International has successfully facilitated the sale of Sonne Tribble. LLC dba Chris’s Custom Cabinets. Chris’s Custom Cabinets is a well-established manufacturer of high-end, custom cabinets for luxury home builders, remodelers, and individual homeowners.

The acquirer is a high net worth individual who was looking to acquire and run a single business in the Mid-South region. This individual’s experience in the construction industry and personal hobbies made this venture a good fit. The buyer plans to continue the legacy of Chris’s Custom Cabinets and make the business grow.

The Benchmark International team put in the man power to search various local markets to find the perfect buyer for this organization. In addition, the team worked alongside all involved parties to see the deal through to completion. Benchmark International brought its expertise to the table to bring the deal through to the closing. The deal was accomplished by utilizing the SBA program, which provided the prior owner a liquidity event and exit strategy.

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Getting Down To Brass Tax

You’ve probably noticed by now that Benchmark International is growing. Geographic expansion is the most obvious outward sign of our growth. We didn’t reinvent the wheel of corporate strategy. Given the current economic climate, many other organizations are expanding geographically as well. They’re looking to capture a greater share of their existing markets, penetrate new markets, and attract new talent amongst many other things. These decisions, in terms of geographic expansion, are usually more calculated than many of us would or will ever realize.

While organizations are expanding geographically, many of these organizations are relocating their headquarters altogether. There are a few easily discernible and comprehensible considerations for expansion/relocation with many of them relating to taxation. We’ve witnessed the exodus from the Northeast to the South, really since the commercialization of air conditioning, but now we are seeing movement from all directions into the South. Quite frankly, the tax landscape is much friendlier in the South.

The multi-billion dollar leasing giant Hertz (NYSE: HTZ) announced in 2013 that they were relocating from Park Ridge, NJ to Estero, FL. They distinctly noted that the cost of doing business in New Jersey had become too much in comparison to other states such as Florida. In fact, the state of Florida and Lee County offered Hertz $84mm in tax credits. Florida’s corporate tax rate is noticeably more appealing at 5.5% compared to New Jersey’s 9%. Another selling point was Florida’s income tax rate of 0% in comparison to New Jersey’s bracketed income tax up to 8.97%. You might ask, why would income tax rates factor into Hertz or any company’s decision to expand or relocate? Well, Florida’s 0% income tax has been a noticeable driver behind its population growth. Consequently, the talent pool is expanding rapidly and the talent pool is undoubtedly a draw for a multi-billion dollar organization like Hertz. Between the glaring differences in tax rates, the county and state tax credits offered, and many other tax factors not discussed here (property tax for instance), it was an easy decision for Hertz to relocate.

Another case of corporate relocation to the South is that of CKE Restaurants. You’re probably familiar with their Frisco Thickburger making fast-food restaurants: Hardee’s and Carl’s Jr. They announced in 2016 that they were consolidating their St. Louis, MO and Carpinteria, CA corporate offices and moving them to Franklin, TN. Much like Hertz’s case, the tax implications were too great to ignore. California’s corporate tax rate is 8.84% in comparison to 6.5% for Tennessee. Tennessee’s income tax rate is 0% (with the exception of dividends) in comparison to California’s bracketed income tax up to a staggering 12.3%.

We could discuss at length several other advantages, especially relating to taxation, of expanding or relocating to the South, but these are just some of the most transparent ones. Barring a dramatic philosophical shift in tax philosophy in the South, it seems that we’ll continue to witness substantial business growth for big and small businesses alike.

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Benchmark International Facilitates the Sale of Residential Air Conditioning Services LLC to Coastland Enterprises LLC DBA Temperature Pro

Benchmark International has successfully represented Residential Air Conditioning Services LLC in their sale to Coastland Enterprises LLC DBA Temperature Pro. Residential Air Conditioning Services, LLC provides AC service, repair, and AC installation, as well as heating repair in Houston, Texas. The company services and installs all brands of HVAC-R equipment for commercial and residential customers as well as for new construction.

The Benchmark International team worked hard to find a buyer that would be a good fit for Residential Air Conditioning Services, LLC. Ultimately, the team found a buyer that was looking to expand its market share in the Houston area, and they got the client the best value for his business. The acquirer, TemperaturePro®, is a growing professional air conditioning and heating service with many locations throughout the United States.

Lance Abney, owner of Residential Air Conditioning Services, LLC stated “Working with Benchmark International allowed me to achieve my exit goals within an appropriate timeline. The team at Benchmark International’s Austin office was able to reach out to a multitude of buyers to find a deal that fit my needs. I would recommend using Benchmark International to anyone looking to sell their business.”

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Benchmark International facilitates the merger of the off-site marketing division of Corporate Security (Cor-Secure (Pty) Ltd) and Off-site Monitoring (Pty) Ltd (OSM)

Benchmark International is pleased to announce the successful merger between the off-site monitoring division of Corporate Security (Cor-Secure (Pty) Ltd) and Off-site Monitoring (Pty) Ltd (OSM)

Established in 1984, Corporate Security has extensive technical knowledge and experience within the South African security industry. The company offers a range of security services, focusing on the design and installation of off-site monitoring (OSM) and other technically orientated security products.

Utilising select imported and local security products; Corporate Security offers a substantially more cost-effective security monitoring option boasting proven efficacy. The company’s 14-year investment in the Control Room has culminated in a state-of-the-art off-site OSM CCTV control station as well as an analytics system.

Off-Site Monitoring (Pty) Ltd offers its customers a premium 24-hour surveillance service for essential day-to-day systems and security.

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Giving in Order to Receive

A recent article in the Harvard Business Review made a perhaps surprising conjecture: that as far as mergers and acquisitions are concerned, those companies that focus on what they’re going to get from an acquisition are less likely to succeed, in terms of the deal outcomes, than those companies that focus on what they can give to the process.

Acquiring companies being in ‘take’ mode was a dangerous place to be, it claimed. Indeed, corporate giants are not immune from this conundrum either, if we think about, for example, Microsoft and Google wanting to get into smartphone hardware in ‘taking’ from Nokia and Motorola respectively.

A buyer in ‘take’ mode means that the fortunate seller can increase price, especially if there is more than one potential buyer in the picture, and effectively remove the future value of the transaction. Buyers on the take, really knowing what they want, are also more prepared to pay top dollar – which, in and of itself, poses a problem in eventually getting a good return. But companies with a ‘getting’ focus also tend to lack adequate understanding of their new markets, making failure even more likely.

Having something to give to the deal, however, really benefits outcomes. This could mean anything that makes the acquired company more competitive in its market, and especially if the buyer is the only partner who can offer this new competitive edge.

The much-talked-about Harvard Business Review article listed four main ways that the ‘giving mode’ buyer can increase the competitiveness of the bought company and ultimately secure better outcomes on the deal:

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Something's Brewing in M&A: Craft Beer Gives New Perspective to the Industry

Who doesn’t love microbrews? The explosion of the craft-beer revolution has spread across the country.

Western cities, such as Portland, Denver, San Diego, Seattle, and Los Angeles are seeing a large increase in new jobs and establishments in small-scale breweries. This trend is spreading nationwide, and how do we explain this craft-beer boom? It’s relatively simple, the American breweries lack of distinct, indigenous brewing traditions in the past has been conducive to the rise of craft brewing. The small, independent, and traditional brewery adds to the eclectic style and diversity consumers are demanding. The niche styles of beer, particularly hoppy IPA’s, pale ales, infused blends, and specialty brews are leading the way. This changing landscape has created multiple opportunities for the M&A industry.

So, what does this craft beer boom mean to Benchmark International and the M&A industry? The sustained success of craft beer and the changing demographics of brewery ownership has led to more mergers and acquisitions and transactions than ever before. Since 2014, there has been more than one transaction per month. Global players, such as SAMMiller and InBev, are leading the way in the direct M/As of craft beers. What is more interesting in this recent trend of mergers, is the allowance of once previous competitors to combine styles and taste with new hosts to release new and creative craft beers. The rising popularity of craft beers has fueled industry growth and increased valuation multiples towards all-time highs over the last few years.

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Buyside Perspective

As stated on Benchmark International’s website, our perspective makes us different. We strive to help clients reach their maximum value for the sale of their business. To accomplish that goal, it’s important to also have good buyside perspective.

Buyers look at companies differently than sellers and some advisors. Certainly, a company’s financials are a common barometer for both sides to gage a company’s performance and success. And cultural fit is a must. Beyond those metrics; however, buyers prioritize characteristics to mitigate investment risk. These characteristics include, scalability, stability, resiliency, and the ability to grow.

Scalability is about a company’s ability to accommodate growth – to behave as a larger entity. Some acquisitions result in smaller companies becoming part of much larger organizations. The new structure sometimes brings new processes, systems, and reporting requirements. These changes in scale can introduce risk if personnel lack the bandwidth, appetite, skills, or resources to ramp up. Buyers seek assurance that the team is adaptable and capable of scaling.

Many investors also seek stability. The project-based business with wild swings in revenues or heavy seasonality, for example, presents significant challenges in performance, planning, and execution. For most investors, consistency is vital and this is often tied to a company’s revenue model. This is a key reason why buyers prefer recurring revenue models. For industrial services businesses, long-term or preventive maintenance contracts provide recurring revenue. Many equipment manufacturers have transitioned to providing a service rather than hardware. For example, some compressor manufacturers retain the physical asset and provide an “air as a service” guarantee for a monthly fee. And software companies achieve this by transitioning to a subscription, or software as a service (SaaS) model. Together with a “sticky” customer base – high switching costs or risk – these all provide a level of revenue stability that might otherwise be absent.

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BENCHMARK INTERNATIONAL FACILITATES THE ACQUISITION OF UBEO TO SENTINEL CAPITAL PARTNERS

Benchmark International is pleased to announce it has successfully facilitated the sale of UBEO Business Services to Sentinel Capital Partners. Retained as sell side advisors, Benchmark International tasked its US Major Transactions Team with professionals based both in Austin, Texas and Tampa, Florida to spearhead this deal. Benchmark International’s Major Transactions Team handles company sales with enterprise values in excess of $100 million.

UBEO, headquartered in San Antonio, Texas, is a provider of best-in-class document management equipment and related services. UBEO facilitates business technology integration by offering the newest, best, and most innovative ideas in hardware and software solutions to its customer base of approximately 6,000 mid-sized businesses, schools, and municipalities. With a team of more than 225 salespeople, technicians, and support staff, UBEO sells and services globally-recognized copier and printer equipment in major Texas metropolitan markets and operates seven sales sites serving the San Antonio, Austin, Dallas-Fort Worth, and Houston metropolitan areas.

Jim Sheffield, President and CEO of UBEO, said "We are very proud of the reputation we have built. UBEO outperforms its competition in the service categories that our customers value most – technical capability, service quality, and on-time delivery. Partnering with Sentinel well positions us for our next phase of profitable growth."

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The Rise of Digital Acquisitions

Acquiring digital companies has become increasingly commonplace, with 2018 being no exception. The year has already seen a number of digital companies acquired, and these were not necessarily by those who operate in the same sector. Traditional retailers, for example, have been acquisitive in this area, particularly as they wish to gain access to next generation technology, as well as new capabilities.

Examples include Nordstrom, which acquired two digital companies, BevyUp and MessageYes. BevyUp facilitates communication between sales associates and encourages shoppers to share information with each other. MessageYes sends personalised notifications to shoppers, allowing brands to text customers.

Another traditional retailer also pursuing digital companies is Target, which acquired Shipt and has assisted it with offering a same-day delivery service.

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Benchmark International's Major Transactions

Selling a business is a daunting venture for all business owners. It involves a lot of feelings and requires a lot of diligence and focus. Benchmark International are mid-market mergers and acquisitions specialists dedicated to sellers who are looking to exit their businesses. One team that is a part of the Benchmark International family is the Major Transactions team. The individuals who work in this area are skilled and prepared to work on acquisitions valued $100 million or more.

“With deals of this caliber, you always have to be prepared for speed-bumps. Forming a positive relationship with the seller early on is essential. They need to have confidence in your ability, and you need to reinforce that in all that you do,” stated Managing Director Kendall Stafford. Stafford plays a lead role in the Major Transactions team for Benchmark International. She explained the diversity of the team makes it strong. ‘When you have people with different strengths working together on the same deal, you cover all your bases. It really makes the transaction process run more efficiently.”

Staffordexplained the most rewarding part of being a leader on the Major Transactions team is knowing that she really gets to make an impact on the growth of individual businesses. “These businesses have the potential to grow into billion-dollar businesses, and we can say we were a part of that.”

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Benchmark's US Anniversaries

As Benchmark International ventures into another year of service in the US, some employees have been along for the ride. This year marks another milestone for the following individuals. As Benchmark International instills in its team and philosophy that they “leave no stone unturned,” these Benchmark International team members do exactly that. Benchmark International gave each employee a brief interview and found out how they have grown professionally and what they see in store in the coming years. This is what they had to say:

Senior Associate, Emily Cogley, stated “Six years at any firm is a true testament to the strength of the company and loyalty of the employee. I enjoy being a part of a hardworking firm that often handles one of the most important decisions for our sellers in their lifetime.” Ms. Cogley has been a part of Benchmark International in the US since its inception. As such, she has seen the growth of the company and has had the opportunity to grow alongside it. “We opened offices in Austin [Texas] and Nashville [Tennessee] in the last two years. I am looking forward to helping the Tampa-based headquarters grow or helping start another Benchmark office in a new city,” she said.

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What Are My Options If I Can No Longer Run My Business?

You’ve just walked your client outside and thanked them for stopping by, another successful day of work accomplished. You lock the front door of your establishment and your phone rings. It’s your wife. She’s calling to let you know the test results you had been anticipating from the doctor came in. The doctor regrets to inform the family that the results showed your wife does, in fact, have cancer. Your heart stops as her following words become a blur.

Your immediate reaction is “I need to get home now.” You don’t know how to bring her comfort. You feel helpless; there isn’t a cure for cancer. There are treatments, but you don’t even know what her prognosis is yet. A flood of emotions fill you as all your responsibilities come to the surface of your mind. “My wife is sick, and she needs me. My business can’t run itself. My bills won’t pay themselves. The work won’t do itself. What am I going to do?”

We like to think scenarios like this will never befall us; unfortunately, they can, and they do. There are things that can come up in life at any time without warning, and we need to know our options. As a business owner, encountering a turn of life events such as this might give you a new perspective on what’s important to you. You might want to spend more time focusing on your family and less time on the business. You need to know that you have various options to achieve this goal, and each option has its advantages and disadvantages.

Here are some options if you want to take a step back from your business quickly:

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Keeping Up: Benchmark International Conferences

Staying on top of industry trends and gaining practical knowledge is a top priority for Benchmark International. As such, gaining more industry knowledge requires commitment to professional development and creating more connections with potential clients and buyers. Throughout the mergers and acquisitions industry, there is a myriad of events and conferences specific to this field that Benchmark International has the opportunity to attend.

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I’ve Been Approached by a Buyer, What Do I Do?

You’re sitting at your desk eating your lunch and reviewing the emails in your inbox when your phone rings. You pick up, on the other end of the phone is an inquirer looking to purchase your company. You haven’t given much thought to whether or not you’re open to selling your business, and here is someone who is ready to purchase it right now. What do you do?

Engage the Right Support Team

First things first, congrats! You might not be thinking to sell right now, and that’s okay, but now you know there is interest in your enterprise. If this inquiry has sparked curiosity in you to explore the possibilities of a sale, you need to be prepared. How do you approach an offer for your business out of the blue? Well, you don’t go into it alone, that’s for sure. You need to have the appropriate team in place to assist you should you decide to explore your options. You will need a sell-side mergers and acquisitions specialist to help you navigate the waters of a sale and break down your options for you.

When it comes to selling your business, it’s okay to acknowledge that you don’t know what you don’t know. Having a mergers and acquisitions firm on your side can help you determine what the approximate value of your business is against others in the same market. Furthermore, you can discuss what your aspirations are for your business and what you hope to achieve from a sale.

What Do You Want?

A call that catches you off guard might have you thinking what the buyer’s intentions are, but you need to think about your intentions. If you consider selling your business seriously, what do you want from a sale?

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