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selling your business

Teaser And CIM - Confidential Information Memorandum

3/30/2022

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4.4 Teaser And CIM - Confidential Information Memorandum
(From our online program Sell Your Business 4 More.
Free when you engage with WarrenBDC)


​As part of the listing process and in order for your Intermediary to be able to provide good and accurate information to a prospective Buyer, they will need to assemble the following information. Starting your work now and being ready for the Intermediary is key to selling faster and for more.

As soon as you select the Intermediary and or as part of the selection process you can review it together. Do not hesitate to ask questions for further clarity, and make sure that you are both on the same page. In fact the entire transition team needs to be on the same page. Together you will have captured the greatest value of the business to be presented to a prospective Buyer in the best light.

It is not unusual for prospects to ask for further specific information as part of their review. When this happens we urge you to treat these requests with urgency as it is imperative to keep the process moving, you don't want the prospective Buyer to go looking at some other business over yours! They are always looking.

Buyers will need to first see a Teaser followed by a Confidential Information Memorandum The Teaser is a generically worded high level overview. Since this document will be going to the public and not subject to an NDA, it should be very generic, not identify the Seller but contain sufficient details to interest a Buyer to look into your business a bit further. This document will be created together with your Intermediary at the time of listing.

Once the Intermediary has gathered some interest from a prospect and determined suitability they would then release the secondary document the CIM or Confidential Information Memorandum always under a signed NDA.

The secondary set of documents, CIM, typically includes:
​

•   3 years Income statements.
•   Balance sheets.
•   Cash Flow statements.
• A 'business deck' to tell the story and better explain the business. Staff, industry, positioning, customers, locations etc.

These documents need to be accurate and correctly reflect the reality as they will become the basis under which a Buyer will issue a LOI or Letter of Intent and begin the Due Diligence process. Any variance here between what you present and what is found out to be the truth by the Buyer will result in a discount, failure to close, or if really bad, litigation for misrepresentation and Buyers costs of Due Diligence.

Exercise - Questions, Tasks And Documents To Be Supplied To The Intermediary

Your Intermediary will use this information to effectively communicate your story to Prospective Buyers.

A. The quick business summary or Teaser to share with prospective Buyers.

B. The detailed Confidential Information Memorandum (CIM) - which is only ever shared subject to your approval with a prospect that has been vetted by the Intermediary and who has entered into an NDA with you.

C. They will also use this knowledge to help validate and discuss the business further with prospects who have received a CIM and provided a signed NDA.

The information to be assembled will include the following and likely some additional items particular to your selling situation, company and industry.

1. A brief history of how your business came to be, significant events, items that help paint a story. These may be the same items you would relate to a new or prospective client.

2. Last 3 years of Accountant prepared financial statements - Income statement, Balance sheet and Cash Flow Statements for the business/s. If more than one financial entity then provide similar documents for each or a consolidated set of statements. Indicate intra company transactions, and whether all statements are prepared to the same accounting and revenue recognition standards.

3. Year To Date 'in house' financial statements with aged Accounts Receivable, Accounts Payable and Inventory list for the same period. If multi-company you will require the same for all entities.

4. Statement of earnings normalization (EBITDA) in line with fiscal year ends that identifies all non-recurring expenses and salaries and other expenses directly related to you the Seller.

5. List of top 5 - 20 customers for last 3 years by $ volume & indicate length of relationships. Typically 20% of your customers represent 80% of your income.

6. List of key suppliers representing 60 - 80% of your spending and $ amounts spent with them over the last 3 years. Also a few words about each, including length of relationship and if there are any formal exclusivity agreements.

7. Staff Organizational Chart. Also need to identify key personnel, tenure and what they do.

8. Brief biographies for each of the key personnel identified in the Org. Chart.

9. Key terms about Building Leases, Car Leases, Equipment Leases, Long Term Obligations.

10. Who your key competitors are and a few words about each. Any changes recently, bigger, smaller, new management or important internal key person promotions.

11. Who manages your Supplier relationships? Will there be an impact by your selling or easing back your personal involvement and how long do you think it would take to transition back to normal?

12. Who manages your top Customer relationships as in #5. Will there be an impact by your selling or easing back your personal involvement and how long do you think it would take to transition back to normal?

13. What is the typical sales process and marketing out-reach program? This question can be answered at a high level for now and will be required to be provided in more detail as you go through further Buyer discovery.

14. General questions

14.1 What are some of the potential barriers to entry of others into this market?

14.2 How and why are you winning business?

14.3 Why do customers keep coming back?

14.4 Change in any key customers over the past three years and if so why?

14.5 Change in any key staff in past three years and if so why?

14.6 Do you have ongoing contracts with customers / commitments?

14.7 A few sentences or at most paragraph for each, highlighting any; Special Intellectual Property, Patents, Equipment, New Products, New Clients, Recent Growth, Future Forecasts, Significant events.

14.8 Other points that you feel would improve the business case.
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Are you working with the real value of your business or your fantasy value?

3/9/2022

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You are either delusional about the value of your company or you are working with a verified figure as a potential selling price. There are typically two different kinds of Sellers when it comes to Owners wanting to sell their business. 

OWNER 1. The Owner who has a realistic view on what his/her business might be worth, how much it might sell for. They may have spoken with their Accountant, a Business Broker, an M&A firm or a Consultant who specializes in selling businesses. Hopefully more than one.

Insights from friends who have sold businesses within your industry may have some similarities between their situations and yours. They could be a reliable source. But need to be verified.

Realists usually arrive at a value with about a 10 % margin of error.   

OWNER 2. The other Owner who has no idea what their business might be worth and they have not done any of the work to find out. They have a figure in mind derived by simply pulling it out of the air. Or the selling price is based on a need for X amount of dollars. What they think might be needed for an easier retirement. What they think they deserve after decades of building the business. Or they just have the desire to sell for this magic number. A number that comes from nowhere tangible.

Typically the Owners who have manufactured a number tend to be way off. I speak to Owners all the time who are looking for a $6 million dollar payday. However, when you look at the mathematics of the business it's actually worth $600,000. Now that sounds like a big spread and it is. If you're going to dream, dream big.

The reality is, Owners with a reasonable understanding of what their business might be worth and those that do not are two very different Sellers. Owners living in a fantasy world believe a Buyer should pay a lot for the opportunity the business offers. News flash, if it has so much opportunity why haven't you done it yourself? If I'm doing the work to seize the opportunity why would I pay you more than the business is worth today? 

Owners living in the real world are not frustrated by the selling process or disappointed by a lack of offers. The Selling process can be a rewarding and 'relatively' stress free experience. Or it could be the most painful, discouraging and debilitating experience of your life.

Up to you.
​
So the moral of the story with this weeks post is about being realistic. If you have no idea what your business might be worth give us a call. We'd be happy to help you work that number out.

Truth counts and hurts sometimes. We will give you a realistic view of what the business could possibly sell for. You might not like what we have to say or you might be thrilled by what we have to tell you. We won't know until we look at the numbers. 

Which Owner are you? The realist, the dreamer or the one willing to hear the truth regardless of what it is.

Before you run off and try to sell your business for X amount of dollars, it might be smart to get an accurate accounting for what your business could actually sell for. 

So click on one of the buttons below to DIY (do it yourself) or let us help you.
Private Conversation
DIY Proxy Valuation
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Owner Chart

3/2/2022

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Selling your business is typically not easy. It requires preparation of both the Owners personal stuff and the company items that need to be addressed.

In fact the better prepared you are, the easier it is to sell and the more money you will get.

Getting prepared starts with looking in the mirror. Coming face to face with your desire to prepare and a realization of how close or far you are from selling.

Here is an Owner focused visual aid to quickly help bring your reality into focus.
Picture
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Company Chart

3/2/2022

0 Comments

 
Selling your business is typically not easy. It requires preparation of both the Owners personal stuff and the company items that need to be addressed.

In fact the better prepared you are, the easier it is to sell and the more money you will get.

Getting prepared starts with looking in the mirror. Coming face to face with your desire to prepare and a realization of how close or far you are from selling.

Here is a company focused visual aid to quickly help bring your reality into focus.
Picture
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