This is part 2 of a multi-part series that helps advisors with business owner clients understand the issues surrounding the sale and succession of those companies. Read Part 1 here.
One thing that surprises many advisors who ask for help with business owner clients is the amount of time it takes to sell a private company.
The short answer? Between six and 12 months for most businesses.
The breadth of the range is the result of many factors.
Foremost is how prepared the client is to undertake a sale. A great deal of information is required to sell a business, much of it financial in nature: historical financial statements and tax returns, accounting records, bank reconciliations and borrowing agreements, property descriptions, pension matters, fixed assets and so forth.
Read: Step-by-step selling
These documents are assembled, and in some cases prepared with our assistance, in advance of a transaction. The seller also needs to pull together legal documents, human resources lists and job descriptions, environmental matters to review (usually in connection with the company’s real estate holdings), client and supplier contracts, business operations analysis, health and safety matters, information systems summaries, and more.
In other words, the time it takes to sell a business is primarily a function of how well organized a company’s documentation is at the outset of the process. The second mitigating factor is how dedicated the owners are to gathering the required information. We’ve found even the most organized of companies will take two months to complete this preparatory phase. Others have taken up to six.
Next, we assemble a thorough buyers’ list. It’s time-consuming work, which can be accelerated if the company can provide names of likely purchasers.
Negotiations, then, can take quite a while; if either the seller or buyer is hesitant, the process can stall.
Part of our job is to give buyers a sense of urgency. We also try to convince the vendor that there’s a need to maintain momentum in a transaction.
We make sure each party responds to queries in a timely fashion and try to take the confrontational aspects of negotiations out of play in our role as the intermediary. We take the heat so buyers and sellers can negotiate calmly.
The relationship between a buyer and seller is confrontational by definition. We try to defuse it by having all the information flow through us. That way, when contentious issues arise we can be the bearer of tough news and tough solutions; this lets buyer and seller remain at arm’s length and therefore less acrimonious. We encourage both parties to blame the agent.
Once a deal is agreed, due diligence commences. Both sides go through the documents listed earlier. If your client is prepared, this will take at least a month. If not, it drags on longer. Part of our job is to assemble the required info and then post it to a password-protected online data room.
Once due diligence is complete we enter the legal documentation phase, and the lawyers prepare paperwork needed to complete the transaction. We review all that documentation in advance and try to keep the legal negotiations and documents to a minimum.
Sometimes lawyers can be over enthusiastic with things like government agency reviews and approvals. Sometimes these aren’t required or they might add unnecessary clauses to documents. We try to eliminate redundant work.
Depending on how committed both the seller and buyer are to the process the timeframe can range tremendously. We encourage the parties to be patient with the process. There’s a big cheque at the end of it all so there is no need to force any stage of the transaction.