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 Preparing Your Business for Sale
Russell L. Brown |
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Table of Contents
Chapter 1: Why You Need to Prepare Your Business for Sale
- Introduction
- Definition of a Small Business
- Incorporated Versus Non-Incorporated Businesses
- Business Size Considerations
- A Word About the Strategic Moves
- The Types of Business Buyers
- Financial Buyers
- Strategic Buyers
- Family Buyers
- Partner, Shareholder, and Employee Buyers
- Industry Buyers
- The Buyer Most Likely to Buy Your Business
- Methods of Sale for Your Business
- Sale to a Private Party
- Sale/Transition to a Family Member
- An In-House Management Buyout (MBO)
- Sale to Your Employees Through an ESOP
- Mergers and Acquisitions (M&A)
- Public and Private Corporate Stock Sales
- Leveraged Buyout
- Preparing Yourself for Selling Your Business
- Identify Your Reasons for Selling the Business
- Prepare Yourself Emotionally for Your Business Sale
- Plan to Stay With the Business for a Time After the Sale
Chapter 2: What Is Your Business Really Worth?
- Introduction
- Rules of Thumb for Business Valuation
- Establish a Benchmark Valuation
- Business Valuation Methods
- Asset Based Valuation
- Market Comparison Valuation
- Present Value (PV) of Future Earnings Valuation
- Capitalization of Current Net Earnings Valuation (CAP)
- Reconstructing the Income and Expense Statement for Valuation
- Applying the CAP Valuation
- Selecting a Valuation Method
- Timing Is Everything
- Finding Value in a Business Without Net Income
- Selling a New Business
- Selling a Turnaround Situation
Chapter 3: Enhancing the Sales Value of Your Business
- Introduction
- Maximize Your Operating Profits
- Streamline Your Financial Operating Ratios
- Improve Business Income and Minimize Expenses
- Evaluate All Leased and Financed Assets for Conversion to Owned Assets
- Evaluate All Ongoing Service and Material Contracts and Agreements
- Evaluate the Business's Physical Plant
- Evaluate Your Employee Costs
- Evaluate All Office Equipment and Computer Software
- Evaluate All Production-Related Equipment
- Evaluate All Owner-Specific "Perks" and Benefits
- Review All Products and Services
- Other Enhancements You Can Make
- Anticipate Buyer Concerns
- Give a Buyer a Good Reason to Buy
- Properly Organize Your Company
Chapter 4: Financial and Tax Consequences of Selling Your Business
- Introduction
- Financial Considerations
- Cash Required at Time of Closing
- Personally Financing the Sale
- Financing with Promissory Notes
- Taking Corporate Stock in Payment
- Taking an Earn-Out
- Third-Party Financing
- Tax Considerations
- Business Sale Structure Relative to Your Estate Plan
- Recapture of Depreciation
- Asset or Corporate Stock Sale
- Installment Sale
- Converting a C Corporation to a Sub-Chapter S Corporation
- Sole Proprietorship Versus a Corporation
- Capital Gains Versus Ordinary Income
- Estate Planning
- Real Estate Considerations
Chapter 5: Succession Planning for the Family-Owned Business
- Introduction
Personal Issues
Giving Up Control
Facing the Inevitable
Capability of Your Children
Multiple Children and Leadership
Other Heirs
Inadequate Funding
Resolving the Problem
- Strategic Issues
- Financial Issues
Developing a Succession Plan
Developing a Strategic Transition Plan
Developing an Estate Plan
- Developing a Financial Transition Plan
Life Insurance
Personal Savings
Installment Purchase
Bank Financing
Corporate Stock Sale
- Succession Plan Checklist
Chapter 6: Choosing Professional Advisors and Sales Representatives
- Introduction
- Selecting an Attorney
- Selecting an Accountant
- Selecting a Financial and Estate Planner
- Selecting a Professional Sales Representative
- Selecting a Business Broker or M&A Specialist
- Selecting an Investment Banker
- Obtaining an Independent Business Valuation
- Involving Your Commercial Banker in the Sale
Chapter 7: Putting It All Together: Preparing an Exit Plan
- Preparing an Exit Plan
- Exit Plan Key Points Checklist
- Make the Decision to Sell
- Identify the Most Likely Buyers
- Identify the Most Likely Method of Sale
- Establish the Time Frame for the Selling Process
- Take Action to Enhance the Sales Value of Your Business
- Business Value Enhancement Checklist
- Special Considerations for Business Real Estate Leases
- Select and Assemble Your Team of Advisors and Representatives
- Determine the Price Range and Your Conditions of Sale
- Establish Key-Person Employment Contracts
- Communicate Your Intention to Sell
- Composing Your Company Overview, Financial History, and Forecasts
- The Company Overview
- Financial History
- Financial Forecasts
- Assembling "The Book"
- Accelerating the Sale Preparation Process
- Marketing, Negotiating, and Selling
- Managing Your Sale Proceeds
Chapter 8: Resources for Preparing Your Business for Sale
- Introduction
- Business Brokers
- Mergers and Acquisitions (M&A) Specialists
- Investment Banker Resources (Large Firms)
- Investment Banker Resources (Mid-Range Firms)
- Internet Sites for Buying or Selling a Business
- Employee Stock Ownership Program (ESOP)
- Financial and Estate Planning Professionals
- Succession Planning Organizations
- Business Valuation and Asset Appraisers
- Business Valuation Data and Information
- Initial Public Offering, SCOR, and DPO
Glossary
Index
RETURN TO BOOK PAGE
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