Selling a Business
Ventura Business Brokers offer an ‘end to end’ service to the vendors of privately owned businesses. Read more about this eight-step process below and when you’re ready, reach out for a consultation.
Call 01902 762998
The Initial Business Appraisal
As the starting point, we will need to understand the reasons for the sale and gain an understanding of your preferred exit strategy. We also need to take an overview of the business in order to advise as to whether the time is right to sell.
Many businesses are placed on the market without any preparation whatsoever. For example, does the success of the business depend on the current owner? What are the trading trends? Is significant investment going to be required in the short term? What are the relationships with key customers and suppliers?
The Ventura Business Broker director handling your account will give you a realistic assessment and if further work is needed prior to sale will be able to give advice to help you position for a successful outcome.
Valuation
Once we are both confident that the business is ready for sale we will need to undertake a detailed valuation.
This process will involve gaining an understanding of your market strength and position, your financial performance and your assets and liabilities.
In certain circumstances such as where there is substantial freehold property involved, we may recommend an independent valuation of the buildings. The ‘bricks and mortar’ valuation will be required by your purchaser so it makes sense to undertake the exercise at the outset.
Marketing
As soon as we are formally instructed we will produce an Information Memorandum for your approval. Once this document is approved the marketing of your business will begin. Our marketing methods include:
- National and international marketing.
- Approaches to purchasers registered with us.
- Making confidential approaches to sector-specific prospective purchasers identified by us.
- Making confidential approaches to sector-specific prospects we jointly identify with our client.
Confidentiality
Confidentiality is of paramount importance throughout the sale process. All potential purchasers are very carefully screened in order to ensure that they are both qualified and serious prospects for your business. Undertakings of confidentiality will always be required from all interested parties prior to any detailed information being released. In any event, commercially confidential information will not be released without your approval.
Negotiation
Prospective purchasers wishing to make an offer for your business will be referred to us and we will negotiate the price and other terms on your behalf.
Heads of Terms
As soon as agreement is reached with your buyer we will draw up the Heads of Terms document. This document will be used by the lawyers and other professional advisors to ensure that the contracts and other formal documents accurately reflect the terms of the transaction.
Due Diligence
Your buyer will want to undertake some detailed Due Diligence. We will coordinate this exercise and will be available to try to ensure that any misunderstandings or issues are resolved quickly and to your satisfaction.
Completion
We will work with the other professionals involved in order to ensure that the transaction is completed effectively and in accordance with the timescale agreed.
Frequently Asked Questions
These are some of the most frequently asked questions we get from people trying to sell their company. If you have a question that isn’t listed below, please feel free to contact us directly for more information.
Confidentiality is of paramount importance to the vast majority of our clients.
We will never reveal the name or exact location of any of our clients businesses in general marketing. In cases where we make direct approaches to potential trade purchasers we will never identify our clients business in any initial contact.
All prospective purchasers will be required to give an undertaking of confidentiality prior to any detailed information being released. Commercially sensitive information will only be revealed to potential purchasers our clients are comfortable with.
When we visit we will never give our company name at reception or to any member of staff.
If we telephone you we will only use our personal names and will not give our company name to anyone other than senior personnel aware of the sale.
Every business is different and the valuation process and methodology will vary accordingly.
Very often our clients have an expectation of value and this is usually based upon a multiple of profit or turnover.
Vendors and purchasers will often go through a very different thought process when considering value.
There is no standard model of valuation. The traditional methods of profit multiples, asset value and discounted cash flow all have their place but the market value arrived at by using these tools is often very different to the view taken by a purchaser.
In fact, different types of buyers will have very diverse views of value. For example, a trade purchaser in a sector that is consolidating will often be prepared to pay a premium to grow market share. An investor on the other hand will be driven almost entirely by return on capital employed.
Listed below are some of the other factors that need to be taken into consideration when arriving at a realistic asking price:
- Past performance.
- Working capital required.
- Length of time established
- Customer base.
- Balance sheet (liabilities and assets)
- The economy in general
- Competition and market share.
- Outlook for the sector.
- Cost of replacing outgoing management.
There are many more aspects to valuing a business effectively and the often-used expression ‘a business is only worth what someone is prepared to pay for it’ holds true.
That said, Ventura Business Brokers work closely with all of our clients to maximise value and establish a guide price that is both credible and achievable.
Our fees are very competitive. We operate predominately on the basis of a ‘success fee’ and this will usually be based on the price achieved.
When a sale has been agreed and the ‘heads of terms’ have been drawn up by Ventura Business Brokers your buyer will want to carry out due diligence.
Due diligence is the final stage in the buying process. As a guide, below is a non-exhaustive list of the areas that a buyer may want to look at before signing contracts.
The level of due diligence will, of course depend on the size and structure of the deal and the type of business being sold.
Company Information
- Company registration documents
- Articles of association
- Directors details
- Shareholder details
- Share option schemes
- Board meeting minutes
Products and services
- Product range
- New product development
- Trade marks and patents
Technology
- Technology used
- Hardware
- Software and licences
- E-commerce
- Intellectual Property
Marketing
- Pricing policy
- Advertising and promotion
- Distribution channels
- Customer base and spread
- Market share by product
Business Plans
- Current business plan
- Future plans
- Previous business plans
Financial Information
- Historical profit and loss statements
- Historical balance sheets
- Cash flow information
- Year to date management accounts
- Customer Invoices
- Supplier Invoices
- Sales forecasts
- TAX and VAT information
- Aged debtors and creditors
- Payment terms
- Credit control policy
- Stock level
- Obsolete stock
Legal
- Supplier contracts
- Customer contracts
- Staff contracts
- Leases and hire purchase agreements
- Loan agreements
Relationships with key suppliers
- Supplier details
- Payment terms
Relationships with key customers
- Customer details
- Payment terms
Capital Expenditure
- Historical capital spend
- Capital expenditure projections and priorities
Property Information
- Description
- Valuation
- Leases
Insurance
- Public liability policy
- Employee liability policy
- Property Insurance
- Other policies
Competition
- Key competitors
- Competitive analysis
- Current competitor activity
Management and staffing
- Organisation chart
- Salaries
- Benefits in kind (cars, healthcare etc)
- Profit share and bonus arrangements
- Trade union activity
- Collective agreements
- Pension Plans
Assets
- Asset list
- Age of equipment
- Replacement value
Litigation
- Current litigation
- Past litigation
- Pending or possible litigation
Once instructed Ventura Business Brokers will produce an Information Memorandum for your business.
This document will be made available to prospective purchasers once they have given an undertaking of confidentiality.
Listed below are some of the features that may appear in a typical Information Memorandum. The content and amount of information provided will of course vary from business to business.
Executive Summary
- Business overview
- Financial overview
- Market Position overview
The Company
- History and background
- Ownership structure
The Market
- Market potential
- Customers and suppliers (no names initially)
- Unique selling points
- Customer breakdown by type and sector
- Product portfolio and trends
- Relationships with key suppliers
People
- Executive management team
- The workforce (no names initially)
- Skills and availability
Technology
- Technology employed
- Internet and e-commerce
Property
- Description of portfolio
- Freehold valuations
- Lease terms
Financials
- Key Financials
- Profit and loss statements for the past three years
- Trading summary for the past three years
- Balance sheet for the last three years
- Current year income accounts
- Staff costs
- Stock
The Offering
- Transaction and price (usually ‘offers and price’)
- The process
- Reason for sale
Appendices
- Staff function chart
- Group structure (if appropriate)
- Photographs (if applicable)
When you sell a company a close partnership between the outgoing management and their appointed professional representatives is vital.
In order to assist you in making sure that the business is ready to stand the close scrutiny of potential purchasers we will need to ask a number of key questions at the outset:
What are the reasons for selling the business?
It may be that the current owner(s) are retiring or moving abroad. The business may have grown to the point where the current management simply can not take it any further.
The capital investment required in taking the business to the next stage may be prohibitive. There may be personal or family reasons driving the sale.
Whatever the reasons, they need to be credible and capable of being communicated to buyers during the early stages of the sale process.
Can the business function effectively without the direct involvement of the current management?
If the business is totally owner dependent potential purchasers will recognise this very quickly. This will be an important factor for both trade and private purchasers. They will factor the cost of replacing the current management into their value judgement.
The level of training and ongoing support you are able to give your purchasers may also be a key consideration.
What is the preferred exit route of the existing owners?
Most of our clients prefer an outright sale. In certain situations the purchasers will want to make it a condition of sale that the current management remain in place for a period of time and will attempt to defer and link the total consideration to performance (the ‘earn out’ model).
It will often be possible for us to negotiate a higher price in these ‘earn out’ situations as the buyers are seeking to limit their potential downside.
We need to establish our client’s preference from the outset as this will have a bearing on how we market the business and negotiate the sale.
At this point the outgoing owners will need to think about the tax implications of their exit. Advice will need to be sought from the company accountant or a tax expert.
We will need to understand at the outset the preferred structure of the transaction as this will impact on the way the business is presented to prospective purchasers.
Is the financial information in order and up-to-date?
We will need to review all current and historical financial information. This is a vital part of the valuation process.
Once we have established genuine interest from a qualified prospect and obtained an undertaking of confidentiality they will expect to be provided with an Information Memorandum and this document will contain relevant financial data.
How does the business look from an outside perspective?
First impressions are lasting impressions is a well-worn phrase. We will undertake an initial assessment and, if necessary, give practical advice in terms of what might need to be done to ensure a good first impression.
Our suggestions may range from a redecoration of the reception area to investment in new technology or equipment.
Success Based Fees
Favourable to other UK business brokers and based on achieving a sale.
Proven Success Rate
We’ve successfully helped business owners sell their companies for 20 years.
Personal Service
Your assigned director will lead the deal from initial contact to completion.
Highly Focused
We only work with a small number of carefully selected clients.
Ready to discuss your sale?
Contact Ventura Business Brokers today for a no-obligation and totally confidential discussion.
“Thank you John for all of your efforts in finding the right buyer for us and negotiating very agreeable exit terms. From initially instructing you through to completion of the sale we found your professional approach and advice invaluable. We are delighted with the result and would not hesitate in recommending Ventura Business Brokers to anyone thinking about selling their company.”
Keith Airey
Client
Ventura Business Brokers
The Ventura Business Brokers team really understand business and has many years of experience in either operating their own businesses or handling disposals and acquisitions on behalf of a wide range of clients across various business sectors.
John Southern
Managing Director
John has extensive knowledge of and experience in mid-market business sales and acquisitions. His past career includes a number of senior management positions in large national and regional UK companies. John has been working with the owners of privately held UK businesses for the past 30 years and became managing director of Ventura Business Brokers in 2013. John is a proven negotiator who has successfully managed a substantial number of sales in numerous and diverse business sectors.
Call or Message John Directly – 07909964747
Steve Batch
Director
Steve has a 30-year track record in negotiating major commercial agreements. His past career has included key roles in numerous high-value sales and purchasing negotiations. Steve has served as chief executive of several media and IT businesses where he led multi-disciplined teams in negotiating complex, multiple-shareholder joint ventures at the main board level. He has been a director of Ventura Business Brokers for twenty years and during this time has successfully led a large number of disposals and acquisitions on behalf of clients across a wide range of business sectors.