You’ve spent years building your business, and now you’re ready to exit. Then the phone rings and a competitor, a customer or a company in an adjacent market wants to buy you out. The price sounds reasonable. They promise a quick close. It feels like the stars have aligned. But before you shake hands, consider that the best deal you’ll ever get is rarely the first one you’re offered.
Accepting a single offer immediately surrenders your most valuable negotiating asset: competition. Once you enter exclusive negotiations, you will sign a letter of intent that defines the price, terms and timeline of the deal.
But the only binding provision of such a document is exclusivity, which prohibits you from speaking with any other prospective buyers for the duration of the process. From the moment you sign the letter of intent, the leverage shifts entirely to the buyer.
Due diligence
What follows is due diligence, which is a comprehensive examination of every corner of your business. Experienced buyers use this phase strategically. It is not uncommon for a buyer to surface issues, real or inflated, that they argue justify a lower price or less favorable terms.
By this point, you’ve invested months of time and energy, your employees may sense something is happening, you have no alternative buyers to fall back on. Faced with the prospect of starting over, many sellers simply accept the revised terms and leave significant value on the table as a result.
You may well end up selling to that first buyer, and that’s fine. But going to market with a single offer is not a negotiation, it’s a concession.
If your business has solid cash flow, a stable or growing customer base and a capable team, it’s no surprise that one buyer came calling. The real question is, how many others would, if given the chance? The answer is almost certainly more than one. That’s why you need a competitive sale process.
Market signals
A well-run competitive process sends an immediate signal to the market that you are a serious seller with options. When multiple buyers compete for the same opportunity, they price your business based on the strategic value it holds for them, not based on what they think they can get away with.
The result is a range of valuations, giving you the power to choose not just the highest price, but the buyer who offers the best overall terms, the greatest certainty of closing and the strongest fit for your employees and customers.
An equally important benefit is operational.
A competitive process is managed by an experienced mergers and acquisitions advisor who serves as an intermediary between you and the buyer pool, handles information requests, coordinates diligence and keeps the process on track.
This structure shields you from the day-to-day burden of the transaction and allows you to prioritize your business’ performance, which is critical to maintain throughout the process.
Taking control
Selling a business is one of the most important financial decisions you will ever make. A single unsolicited offer, however flattering, is not a market, it’s one data point.
Running a competitive process creates the market, establishes your true value and puts you in control of the outcome.
That unsolicited call is a signal that your business has value, but it is only one buyer’s opinion of that value. A competitive process finds out what it’s really worth.
