Selling Process

Selling Your Mid Atlantic Business

When the time comes to sell a business in the Mid Atlantic, studies indicate that numerous owners lack a comprehensive understanding of the process, often committing basic errors that significantly impact the eventual selling price.

Consequently, numerous businesses are transferred monthly in a methodical and organized manner, yet the owners fail to capitalize on the chance to optimize the business’s value.

On the flip side, some businesses are sold through a less methodical, do-it-yourself approach, frequently resulting in subpar outcomes accompanied by prolonged delays and lingering uncertainties.

Assessment of Business Value

From our experience, a significant portion of business owners lacks knowledge about their business’s true value and the proper methods for determining it.

Some owners may have a predetermined value in mind, often inflated due to emotional attachments. Conversely, others may undervalue their business due to a lack of understanding about various valuation methodologies and which one suits their specific situation.

There are established methods for evaluating business worth, and Terranova Business Group typically employs a combination of these methods to determine the most likely selling price. Our approach is often market-based, utilizing comparable sales data for similar businesses. Beyond providing an opinion on the potential sale value, we can present concrete facts and figures elucidating the precise methodology behind our assessment.

Comprehensive Business Overview

Document A professionally crafted information memorandum serves as a powerful marketing tool for showcasing and promoting your business to potential buyers. The Confidential Information Memorandum (CIM), meticulously prepared by Terranova Business Group, delves into the key value drivers of your business.

The CIM is meticulously designed to furnish potential buyers with a detailed insight into your business, covering aspects such as its history, products and services, customer base, marketing strategies, operational procedures, management structure, key personnel, financial summary and analysis, growth projections, SWOT analysis, and investment highlights, among other relevant details.

The meticulous approach and expertise of our M&A advisors in creating this vital document provide us with a competitive edge. Recognizing that the CIM serves as the primary opportunity to make a positive initial impression of your business, we ensure its depth and quality. Spanning between 20 to 60 pages, the document not only facilitates a faster progression for interested buyers but also significantly reduces the time and effort demanded from the seller.

Tailored Marketing Strategy

The Terranova Business Group Marketing Program is meticulously crafted to engage a broad spectrum of potential buyers while safeguarding your confidentiality. Following the preparation of the Confidential Information Memorandum, we curate a targeted list of potential buyers whom we believe would be interested in and find value in acquiring your business. Subsequently, we initiate direct and discreet communication with the business owner or executive team to present your business.

Understanding the motivations of distinct buyer types is a pivotal aspect of our proactive approach. Generally, third-party buyers fall into three main categories:

  1. Financial Buyers: Individuals seeking a company they can operate as owner-operators.
  2. Strategic Buyers: Companies within your industry or a related one aiming to expand through acquisition. These buyers often seek cost savings or increased revenue through synergies, potentially leading to a higher selling price.
  3. Private Investors, Family Funds, and Private Equity Groups: Entities composed of funds and investors that directly invest in private companies, particularly when there’s a capital source from high-net-worth individuals and institutions for the purpose of investing and acquiring equity ownership.

Terranova Business Group leverages its extensive database, encompassing thousands of buyers categorized by industry and business size. Notably, over 30% of the businesses sold by Terranova Business Group are those with which we have pre-established relationships.

Our active involvement in regional and national industry associations enhances the visibility your business receives, particularly when selling a business in the Mid Atlantic or its surrounding areas.

Buyer Qualification

Terranova Business Group adheres to a stringent confidentiality policy until the buyer is identified and thoroughly screened. This policy aims to evaluate their financial and operational capabilities and ensure the sincerity of their intentions. The initial screening process is designed to ascertain that the buyer not only has the capacity to complete the purchase but is also genuinely motivated to do so.

Upon confirming that a potential buyer meets the requisite criteria, interested parties are required to sign a confidentiality agreement and provide a buyer profile. Subsequently, we furnish the buyer with the Confidential Information Memorandum and follow up with a call or meeting to offer an overview of the business and address any initial high-level questions the buyer may have.

Initial Meetings

Upon a buyer’s review of the Confidential Information Memorandum and expression of interest in proceeding, Terranova Business Group will arrange an initial meeting between the buyer and seller. Depending on the outcomes of the meeting, the buyer may have additional inquiries and typically requires further information and documentation.

Selected information is provided, ensuring that any sensitive material is withheld until an offer has been made and progresses under the terms of due diligence. Establishing trust and confidence with the buyer is crucial for a successful sale. Expect challenging questions, and it’s essential to be ready with truthful and plausible answers. We familiarize ourselves with the nuances of your business in advance to assist you in anticipating and addressing potential objections.

Offer and Negotiations

Upon supplying the buyer with all necessary information and confirming their interest in acquiring your business, Terranova Business Group will take charge of managing and negotiating the price and terms of the deal on your behalf.

Our objective is to optimize the after-tax selling price and terms for your business. Our success in achieving this goal is grounded in a comprehensive understanding of the priorities for both the buyer and the seller. This understanding allows us to structure a deal with a high likelihood of closing, ensuring that the seller doesn’t miss out on potential value.

For smaller transactions, we typically draft the purchase agreement using standard forms provided by our associations. We recommend that you review these agreements with your tax and legal advisors, as is prudent for any legal contract.

In larger transactions, buyers may prefer to submit an Indication of Interest (IOI) or Letter of Intent (LOI) to negotiate the price and key deal terms, with commitments to enter into a Purchase Agreement later, contingent on the results of due diligence.

When selling your business in the Mid Atlantic, Terranova Business Group plays a crucial role in negotiating the sale on your behalf. We advocate for a collaborative approach, working directly with your legal, tax, and financial planning advisors to minimize your risks and maximize the amount you receive after taxes. Our negotiation expertise often enables us to suggest win-win solutions, facilitating the deal’s progression and increasing the likelihood of a successful closing.

Due Diligence

The Letter of Intent or Purchase Agreement will incorporate a due diligence clause, providing the buyer with a specified timeframe to scrutinize and verify the accuracy of the provided information.

While many business owners may assume that finalizing the deal occurs once the parties have entered into a contract, the most prevalent reason for a transaction falling through is the seller’s lack of preparation for due diligence. To facilitate an efficient and secure exchange of information, we employ a secure online data room.

The primary deal disruptors are typically time constraints and unexpected revelations. Terranova Business Group takes careful steps to prepare our clients in advance for what to anticipate when selling a business in the Mid Atlantic. We work diligently to ensure that no surprises emerge after a buyer submits an offer. These precautions prove highly beneficial when it comes to concluding a transaction with the initially negotiated price and terms.

Time & Responsibility Schedule

Undoubtedly, there is an extensive list of tasks that both buyers and sellers need to accomplish to ensure a seamless transition and reduce disruptions post-closure.

Terranova Business Group employs a Time & Obligation timeline to coordinate all the necessary tasks for the buyer, seller, M&A advisor, escrow, and other essential advisors. This systematic approach proves highly beneficial for our clients, enhancing efficiency, fostering better communication, and adhering to the targeted timeframe.

Bulk Sale Escrow

In specific states like the Mid Atlantic Region, we recommend clients seeking to sell a business to observe local bulk sales laws by collaborating with an escrow company specializing in bulk sale transfers for businesses with less than $10 million in gross sales. This ensures the business is transferred free from all liens and stays compliant with local and federal government regulations.

Escrow services will also generate the final bill of sale and draft the promissory note and security agreement if seller financing is part of the deal. Typically lasting four weeks, the escrow process can occur either sequentially or concurrently with due diligence.

Closing and Business Transfer

Upon fulfillment of all conditions outlined in the purchase agreement and escrow instructions, the sale of your business will be deemed unconditional.

Terranova Business Group[ will then focus on finalizing the necessary details for the closing, scheduled for a specific date. Our team also aids in crafting a transition plan aimed at minimizing disruption and uncertainty for both employees and customers of the business.

Post-closing, the seller typically engages in training the buyer for an agreed-upon period, contributing to a seamless transition. Terranova M&A advisors can furnish you with a checklist of pre- and post-closing tasks to ensure a smooth business transfer when selling a Mid Atlantic based business.

If you are serious about selling a business in the Mid Atlantic region now or in the future, we encourage you to register for consultation. All information and discussions will be kept strictly confidential.