Showing posts with label earn-out. Show all posts
Showing posts with label earn-out. Show all posts

Tuesday, August 21, 2012

Q&A - How long will it take to sell my business?


From time to time, I will blog commonly asked questions and answers to help those of you who are considering selling your business. 

Q: How long will it take to sell my business?
A: The time needed for sale depends on a great many factors including the price of your business, the type of business, and your willingness to finance the buyer. In general, it takes 120-240 days or longer to find a buyer for a business. The price and the terms you are offering are important factors. The more reasonably priced and the better the terms offered, the faster the sale.
Here’s some advice –

You want to be updating your financials monthly and sending them to your intermediary. Buyers like to have a current picture of the business. Plan on 60-90 days from the time you have an accepted asset purchase agreement or stock purchase agreement to close escrow. It can take 3-6 months to get to the accepted offer stage or even 8-9 months.
I have a deal I’m working on that has over 30 Non-Disclosures signed and had four offers but we do not have a signed agreement. It has taken 9 months to get to this point.
The seller has become realistic on the price and understands now that there will be a large earn-out-due to 50% of the business being with one account.
Many variables affect the time on the market. Price it right, be available, keep the numbers current and things will happen a lot quicker.

I will gladly discuss with you how your business fits into these general guidelines. Contact us now to schedule a free consultation. Thank you!
-Joan Young



Sunbelt Business Brokers, Greater Bay Area | (408) 436-1900 | www.sunbeltbayarea.net

Thursday, February 16, 2012

Negotiating for Wimps


Negotiating for Wimps

How to ask for what you want -- and get it. Eleven tips for the confrontation-shy.
So if you’re like me—a negotiating sissy—here are a few ways to make negotiating a little less stressful, a little more fun, and a lot more successful:

1. Make the first bid. People hate to go first if only because going first might mean missing out on an opportunity: "If I quote a price of $5,000,” the thinking goes, “and he would have happily paid $7,000, I leave money on the table.” In the real world, that rarely happens, because the other person almost always has a reasonable understanding of value.
So set an anchor with your first offer. (The value of an offer is highly influenced by the first relevant number—an anchor—that enters a negotiation. That anchor strongly influences the rest of the negotiation.)
Research shows that when a seller makes the first offer the final price is typically higher than if the buyer made the first offer. Why? The buyer's first offer will always be low. That sets a lower anchor. In negotiations, anchors matter.
If you’re buying, be first and start the bidding low. If you’re selling, start the bidding high.
2. Use silence as a tool. Most of us talk a lot when we’re nervous, but when we talk a lot, we miss a lot.
If you make an offer and the seller says, "That is way too low," don't respond right away. Sit tight. The seller will start talking in order to fill the silence. Maybe he’ll list reasons why your offer is too low. Maybe he’ll share why he needs to make a deal so quickly. Most of the time the seller will fill the silence with useful information—information you would never have learned if you were speaking.
Listen and think more than you speak. When you do speak, ask open-ended questions. You can't meet in the middle, much less on your side of the middle, unless you know what other people really need.
Be quiet. They’ll tell you.
3. Expect the best. High expectations typically lead to high outcomes. Always go into the negotiation assuming you can get what you want. Always assume you can make a deal on your terms.
You can't receive if you don't ask. Always ask.
4. Never set a range. People love to ask for ballpark figures. Don’t provide them; ballpark figures set anchors, too.
For example, don’t say, "My guess is the cost will be somewhere between $500 and $1,0000." The buyer will naturally want the final cost to be as close to $500 as possible—even if what you are eventually asked to provide should cost well over $1,000.
Never provide an estimate when you don’t have enough information. Keep asking questions instead.
5. Concede for a reason. Say a buyer asks you to cut your price. Always get something in return by taking something off the table. Every price reduction or increase in value should involve a trade-off of some kind.
Follow the same logic if you are the buyer. When you make a second offer, always ask for something else in return for that higher price. And if you expect the negotiations to drag on, feel free to ask for things you don't really want so you can concede them later.
6. Never negotiate alone. While you probably do have the final word, being the ultimate decision-maker can leave you feeling cornered.
Always have a reason to step away and get a final okay from another person, even if that other person is just you.
It might feel wimpy to say, “I need to talk this over with a few people first,” but better to feel wimpy than to be pressured into a decision you don’t want to make.
7. Use time to your advantage. Even though you may hate everything about negotiating, never try to wrap a negotiation up as soon as possible just to be done with it. Haste always results in negotiation waste.
Plus there’s another advantage to going slowly. Even though money may never change hands, negotiations are still an investment in time. Most people don’t want to lose on their investments. The more time the other side puts in the more they will want to close the deal… and the more likely they will be to make concessions so they can close the deal.
While some people will walk away, most will hang in for much longer than you might think.
8. Ignore bold statements. Never assume everything you hear is true. The bolder the statement the more likely it is to be a negotiating tactic.
Strong statements are either a bullying tactic or a sign of insecurity. (Or, often, both.) If you feel intimidated, walk away. Otherwise, listen closely for what lies under all the bluster and posturing.
9. Give the other person room. You feel defensive when you feel trapped; so does the other party.
Push too hard and take away every option and the other person may have no choice but to walk away. You don't want that, because...
10. Don’t try to win. Negotiating isn’t a game to be won or lost. The best negotiation leaves both people feeling they received something of value. Don’t try to be a ruthless negotiator; you’re not built that way.
Instead, always try to…
11. Build a relationship. Never take too much from the table, and never leave too much. As you negotiate, always think about how what you say and do can help establish a long-term business relationship. A long-term relationship not only makes negotiating easier the next time, it also makes your business world a better place.

Thursday, January 27, 2011

Tips for Negotiating an Earn-out

Less than half of entrepreneurs stick around long enough to reach their earn-out goals. Using these tips, though, might make it worth the wait.

Less than half of entrepreneurs stay for the length of their earn. A lot depends on the entrepreneur. If the earn-out looks at all doubtful, and they have an idea for another business, they’re not going to stay around for three years.

How can you negotiate the earn-out to be beneficial for you, as a seller?

1. Ask for a seat at the table when the goals are being set

Most earn-out agreements are drafted in isolation by the acquiring firm and presented to the seller as a final package. Instead, business owners should ask to be involved in setting realistic post-sale goals for the joint company.

2. Agree to goals that reward integration results

Using an earn-out tied to your company’s profits as a division of the buyer encourages the business owner to prioritize profits of his/her division over the integration of the two entities.

For example, let’s say you use Peachtree for accounting, and the buyer uses SAP. The last thing you want to do is waste time changing accounting platforms when you have an earn-out number to hit, yet having one bookkeeping software program would accelerate integration. The same trade-off is played out in decisions around the sales team, product lineup, real estate, marketing and so on. Integration trade-offs can be the enemy of short-term profit and can create serious tension between the selling entrepreneur and the buying firm.

Instead of signing up for an earnings goal exclusively, ask the buyer to consider also including goals that measure the performance of the integration, such as cross-selling targets, revenue in a new geographic region, number of new customers, etc.

As opposed to profits, earn-outs can be based upon the acquired owner serving their time, client retention or earning a patent, etc.

3. Sprinkle goals throughout the earn-out period

Three years is a long time to wait to get paid, yet most earn-out contracts are heavily weighted to the last year of the agreement. Both buyer and seller would be better served by negotiating smaller payments throughout the earn-out period that reward results along the way.

Try to increase your up-front payment and put less in the earn-out. If the acquirer has their “way” of structuring an earn-out and won’t budge from it, he probably isn’t the right buyer for your business, and you probably won’t see the amount that you had anticipated receiving for your business.

Remember, you have to work with the buyer for years to come. If the buyer gives off a rigidity nature, the track record of earn-outs and the natural tension between integration and maximizing short-term sales, it is unlikely any seller will last six months post-sale.