Sellers

For Sellers

Mertz Taggart provides its clients with a comprehensive business sales plan and personally guides you through each step of the sale process.  We strive to circumvent challenges in selling your business, however we are prepared to counsel you appropriately should the need arise.  We have reasonable fees and do not require any payment up front.  We are only paid when a transaction is successfully completed.

We assist business owners by:

  • Managing the sale process to maintain confidentiality
  • Presenting your business in the best light
  • Anticipating key transition issues and planning workarounds
  • Educating our clients about the deal dynamics to mitigate risks and achieve the best possible outcome

While we recognize that all businesses are different, we have created a structured process to evaluate your needs, position your assets in the best light, and ultimately bring the best possible deal to the closing table.

Determine the Sellers’ Objectives

Very simply put, if we don’t know what your goals and objectives are, we cannot effectively help you get there.

What is driving your desire to sell? How much money do you need to continue your lifestyle after the sale? Will the business sale generate enough revenue? Based on your goals, is it better to sell now or wait?

The bottom line is that the more we know about you and your company, the better we can position your company to potential buyers.

Preparation

Before attempting to sell your business, we invest time in preparing it for presentation to potential buyers. Much as one would stage a home for sale, we assist sellers in cleaning up financial data, ensuring that reports are complete and accurate, and ideally, that sales are trending up. Market comparison reports are compiled and all positive aspects of the company’s market position are highlighted, to best gain interest from qualified buyers.

Market Value of Opinion or Formal Valuation of the Company

When we go to market, we will not put a price on your company, however we want to ensure that your expectations are set appropriately. Defining fair market value is a time-consuming process for Mertz Taggart and for our clients, so we establish clear expectations for all parties from the very beginning of the process. We can provide you with information on general industry trends affecting your business’ value, or arrange to have a formal valuation done through one of our partners, if desired.

Keep in mind that factors such as deal structure, terms, and earn-outs will affect the exit value, as the final terms are negotiated, the projected numbers may change.

Create the Confidential Marketing Profile

Mertz Taggart will take your business data (both financial and non-financial), and create a marketing profile that shows your company in the best possible light while remaining factually accurate. We create a “blind” teaser ad to highlight the company assets without revealing the company’s identity. Business buyers may look at hundreds of opportunities a year, so this one-page overview document must effectively highlight your company’s strengths and create sufficient interest to generate discussion.

We also create a confidential marketing profile (also known as “The Book”). This is only distributed to potential buyers that have been screened by Mertz Taggart, approved by the seller and have signed a binding confidentiality agreement. In “The Book” we tell the company’s story through it’s history, explain why it is for sale, describe the market you compete in, summarize financial data and include other pertinent information that helps a buyer better understand your company.

Identify the Buyer Universe

After assessing your business strengths and the overall position of your market niche, Mertz Taggart will compile a potential list of buyers for your approval. The two types of primary buyers in the healthcare market are strategic and financial. Individual buyers are also potential purchasers, but typically rely more on borrowed funds to close, which may make the transaction riskier.

Strategic buyers seek companies to integrate into their existing operations, targeting businesses that will enhance their presence in different geographic or demographic markets, add to or enhance their product or service portfolio, expand their market share and/or diversify risk.

Financial buyers are interested in generating monetary returns through the purchase of a business or its assets. These buyers generally need more financial data to become interested in purchasing your business than a strategic buyer does. Their focus is less on the general market and more on the numbers.

Regardless of who the parties we target as potential buyers may be, we’ll help you select the best candidates for a successful sale.

Solicit Buyers and Obtain Interest

After we have a mutually agreed upon target buyer list, we will send out the one page “teaser” profile to our list of buyers. We will diligently follow up with each buyer on the list to assess their interest and qualifications. After we determine a buyer is qualified and have your approval to do so, a binding confidentiality agreement will be executed. This allows us to send a confidential, detailed marketing profile to the prospective buyer.

The timing at this juncture of the deal process is important, because we have targeted a wide audience and want to sustain a competitive process between multiple potential buyers while still moving the transaction forward.

Meetings and Negotiations

After receiving interest from multiple parties, we will set up introductory face-to-face meetings and/ or conference calls. The first meeting is generally a “get to know you” session that includes additional questions to clarify points made in the marketing documents already provided. We attempt to obtain a list of buyer questions prior to these meetings so we can be better prepared to respond in a manner that positions your company in a positive light.

If there is mutual interest after the first meeting, additional meetings/ calls will follow to further the dialogue between all parties and clarify any additional points. During this stage we discuss that the company for sale is as represented in marketing documents, and that no relevant details have been omitted or misrepresented.

Letter of Intent (LOI)

After a potential buyer is comfortable with your company and would like to submit an offer, an LOI is usually drafted by the buyers’ attorney. This is basically a written offer with most of the terms of the deal outlined in a non-binding fashion.

Terms of the transaction typically include the price, terms of payment, and any hold-back money that will be paid over time. The LOI also establishes whether it is an asset or stock sale, and if the buyers are bringing their own working capital or will assume yours.

A time line is established which varies depending on a variety of factors. The buyer will want exclusivity for a certain period of time (“no shop clause”), so they can perform due diligence. At execution of the LOI, the balance of power shifts from the seller to the buyer.

Due Diligence

During the due diligence period the buyer will come on-site to your business to validate accuracy of the information that was presented to them. Some buyers will have their staff perform the due diligence, while others will hire a CPA firm to perform the due diligence on their behalf. Prior to the visit, the seller will be given a checklist of items to be provided before the buyer or their representatives’ arrival. Many steps of the due diligence can be done remotely, prior to and after the actual due diligence visit. For confidentiality reasons, buyers will often perform their on-site due diligence after hours.

Definitive Purchase Agreement

If the due diligence is going well, the buyer may want to work on the purchase agreement and the due diligence simultaneously, however, the seller may want to wait until after the buyer is reasonably satisfied with the due diligence to proceed. This agreement will be prepared by the buyer, so you will want to involve your attorney early in this process.

Depending on the buyer, the signing may be on the same day as the closing or it may be before the closing date. This agreement will be binding on both parties, and is a much longer document that the LOI.

Please contact us for an initial assessment. Call (770) 888-1171 or click here.