The Questions Asked and Why
What Does the Buyer Really Want to Hear ?
Oftentimes that first meeting between a possible business buyer and its’ seller can become a deal killer. The first questions a buyer asks and how the seller responds, the tenor and tone of the seller’s voice, even the comportment of your body when answering, can kill an acquisition right then and there. Be prepared. The following topics, through years of preparing and guiding sellers through these meetings, are the most common (not all, and not necessarily in order, but most) first meeting questions and why a buyer asks.
The Most Frequently Asked Questions and Why Is the Buyer Asking Them? (“aka”…What Does the Buyer Really Want to Hear ?)
It’s All About The “Why?”
Question 1. “Why Are You Selling Your Company?”
Why! This is the first question every buyer will ask. Period. Every time, every first meeting. The answer is critically important to a sale. In fact, some deals are lost with the wrong answer. The buyer wants to know – what is motivating you to sell – now? Is it you personally that has caused you to sell? Burn out? Divorce? Family? Health? Retirement? Has the market passed you by? Declining sales? New competitors? Many owners begin to sense that they have taken the company as far as they can and it’s time to monetize their work. The buyer wants to know (and so does the banker that will probably be involved) if the business is sustainable, and in the future – perhaps scalable.
In other words, what’s the real reason you – now – want to sell
a successful company?
Be very careful with your response. Be prepared. The answer, by how it is phrased and presented may scare away a buyer before you even get into the discussion.
Above all, be truthful, candid, but understand you, as the owner and/or President, are the best salesman and representative for your company. In the end, you – Mr./Ms. business owner – will become the closer.
A Business Broker or Advisor can be critically important during the “Transaction Lifecycle”, but at this first meeting the broker will/should let the parties talk to one another without much intervention. The buyer is evaluating the business, the opportunity and what you have accomplished with the company. The buyer wants to become comfortable with you and the reasons why you are selling today. It’s called “getting to know you” and your business. That is what you are selling – the company and what you have done with it.
This first question is all about “why”? The rest of the conversation is about “how”, “what”, and “who”.
‘Polishing the Apple’
Question 2. “How did you start or come by this company?”
Naturally a buyer wants to know the history of your company, the business’s evolution and your part in it. The conversation rotates to the formation of the company, its current state and possible future. Be prepared, this is where you hit it out of the park. Know your business’s strengths, future potential and market opportunities. Do not be afraid to share them.
‘Fading Into The Sunset’
Question 3. “What will you do after the sale?”
Some buyers want to know if the possibility exists of a potential competitor (the seller) someday circling back. And for others, to discern if there is a “comfortable” way to work together during transition and perhaps even post transaction with some form of consulting agreement.
There may be some discussion of non-competes and/or areas of non-competes. Usually, this specific topic comes up later in a “Letter of Intent.” The most useful answer is always that you want the new owner to succeed, and you will work with new ownership in a mutually agreed time frame of transition. Keep in mind, an experienced buyer knows everyone says this, so it is as important how you say it – as what you say.
‘Show Me the Money?’
Question 4. “How does your company generate revenue?”
Also, “What is the percentage breakdown of your gross sales per product/service?”
How do you make money and what products/services does it come from? Know the percentage breakdown from each product generating a revenue stream to the top and bottom lines. What are the most profitable products/services of the revenue generation? What are the costs of production? What products and services are the most crucial today?
Clean, clear financial statements are critical here. You can’t just talk about a financial narrative, it must be supported by numbers from the P&L’s and Balance Sheets.
‘Who Rings The Cash Register?’
Question 5. “Who are your customers/clients?” – Demographics
Be prepared to discuss in general who your most important clients are (at this stage of discussion, try to refrain from mentioning specific customer names) and the current status with each and how they contribute to the top and bottom lines in revenue generation. Are there any who constitute more than 10% – 20% of your total gross sales?
Know the results of your most and least successful marketing initiatives. Who are your best possible clients? How have you maintained current client relationships? Is there some kind of formal CRM program in place?
Buyers want to be assured that the business’s customer foundation is well cared for and sustainable. Post Transaction!
‘Handing Off The Ball’
Question 6. “How do you envision a transition period and over what time frame would this occur?”
A buyer does not want to hear that after the sale you intend to immediately leave town. Reassure a buyer that you will do whatever is necessary to help make the transition a successful one.
Often asked is…, “for what length of transition time would you be available?” Be willing to accept a reasonable interval for a comfortable transition. It could range from a few months to almost a year and perhaps a consulting or management agreement beyond. It will depend on the skill level of the buyer and the complexities of the business model.
Know that a buyer will always request more time in a transition than is probably necessary. Sellers should understand that 90% of the time, once a buyer becomes comfortable with operating a business, regardless of the period left in a mutually agreed transition, they will request that the seller leave. A buyer wants to establish his own business “identity” and “culture”. If the seller remains, perception may linger (to staff, vendors and clients) that the company is still operating as the seller’s.
‘The Essence of Your Business’
Question 7. “Who are the key employees?” …and, “What employees will stay with the company?” …How? …and, “Do they have contracts and/or incentive programs?”
Cherish your key employees…they make the company valuable and are critical to new ownership.
The concerns of a prospective buyer are greatly reduced when employment agreements, strong incentive programs and methods of retaining employees are in place. Key employee retention is essential to a successful transaction.
Think through an employee succession program and have it implemented prior to going to market with the company.
‘Who Makes The World Go Round?’
Question 8. “What is your (the owner’s) role in the Company?”
As the owner, what do you do? How do you do it? Are you really needed? The more a company depends on an owner for survival, the more difficult it will be to sell. And, the more a buyer factors in the risks associated with an owner/operator dependent business – the less leverage an owner (seller) has in negotiations.
If, while owner, you take plenty of vacations (even better if it’s for extended periods of time) there should be few concerns. In other words, the business model and company infrastructure supports and takes care of itself. This is the singular most important and value enhancing ingredient to a successful divestiture. Infrastructure!
‘What’s This All Going to Cost?’
Question 9. “How did you come up with the sales/asking price?”
And/or, “What kind of price range were you looking for?”
During the first buyer/seller meeting – avoid this topic! This initial meeting and conversation is about you and the business. Not what it will cost. That comes later.
This is where a Business Broker and/or Advisor can help in guiding the conversation away from this area and onto the business itself.
Discuss beforehand with your advisors how an acceptable price or value range is composed, agreed upon, and presented to a qualified buyer.
Always have the prospective buyer put his offer in writing. Period. No “verbal’s”. Pricing, terms and conditions should be spelled out. If the written offer is presented as a Letter of Intent (“LOI”), not a Letter of Interest, everything – the acquisition price, terms, conditions and all items required for examination during due diligence – should be explained in detail. That is because the LOI will later become the attorney’s foundation for the Definitive Agreement to Purchase.
In the end, the market will reveal what buyers are willing to pay and that will become the ultimate price. Not what you hoped for or think it should be.
The transaction price is what a real buyer will pay! Today.
Through the years, these nine areas of questions emerge as the most common. They may change from situation to situation and from buyer and seller, but if you have responses for these prepared and just be yourself – the first meeting will be a successful one.
The fun comes later – during “Due Diligence”.
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Or please contact directly:
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Founder and Executive Director – howtosellmybusiness.com
Senior Business Broker and Exit Planning Consultant: Premier Business Group, LTD.
Preeminent M & A Specialist to Privately Held Companies: Manufacturing, Distribution, and Service businesses in the Chicagoland, Midwest and National Markets.
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