How to Sell Your Business for Top Dollar and Get the Deal Done
From buyer selection to negotiation dynamics to closing on time, it's a complex journey to navigate.
EXPERT OPINION BY ENTREPRENEURS’ ORGANIZATION @ENTREPRENEURORG
Dec 18, 2023
Photo: Getty Images
Barry Raber, an Entrepreneurs' Organization (EO) member in Portland, Oregon, is president and CEO of Business Property Trust, a Portland-based real estate investment firm that owns and manages covered RV and self-storage in Arizona and Texas. As a thought leader who shares experiences for businesses at Real Simple Business, we asked Barry what he learned from selling his first company.
I never expected to sell my company -- that was not the vision. My vision was to create a robust company to own and run, utilizing every ounce of skill and experience my team and I could muster.
That is what we did until I got a surprisingly high unsolicited offer to buy the company, which ultimately led to a sale. I thought that if I were to sell my baby (really "our baby," given that my team helped build it), it had better be for top dollar value. And we needed to get the deal done the first time because a sale fail would be a nightmare.
I learned many valuable lessons in the process, and also from watching other founders sell and from experts during my 20 years in EO.
Here are 11 tips to sell your business for top dollar and get the deal done:
Get More Offers. The first offer can be flattering and seem too good to be true. Get other offers anyway. Find a business broker or investment banker and solicit more bids. Search Transworld Business Advisors or International Business Brokers to find the best expert for the job.
Make it simple. Pick the broker with the most current listings in your price point. That person will have the most connections to the most buyers and create an auction-like process. The final price will likely be 35% higher than the first unsolicited offer. I have seen it happen over and over with colleagues' companies. Find the most active and experienced broker in the space, get lots of offers, and negotiate to get the best possible price and highest likelihood of closing. This is my most important tip.
It's Mostly Not About You and Your Numbers. It is about them and their numbers. If you have a lot of buyers (as you should), they will focus on what they can do with your business in the future. My old boss used to "act like a dumb lumberjack" (we are in Oregon, after all!) when he sold, to help the buyer feel like he was leaving money on the table.
Schedule an All-Hands Meeting with Buyers. For each of your top three offers, request a meeting with all key decision-makers and stakeholders. Explain how this deal might be small to them but is everything to you. Clear the air on anything you need to, and make sure they are 110% committed. Ask why they want to buy your company and really listen to their response. Ask to speak with other companies they have bought to learn how they are to work with and if they closed on time and as agreed. Then, select the best buyer.
Time for the Gazunder Talk. In England, they don't have contract law like we do in the U.S., so you can change the terms at the end without repercussions. Brits call it a gazunder when the buyer changes the terms and a gazump when the seller does. Once you provide due diligence materials, gather the decision-makers and explain that no gazunder is allowed: A change of terms will terminate the deal. Make it clear that you'll walk away now if they plan to make any changes. You are setting the stage for no material price change up front. They are swearing they won't do it, so when they do, you can recall this agreement. The Gazunder Talk and all-hands meetings are best done in person or via Zoom so you can read facial expressions and body language.
Disclose in the Dropbox. Sometimes, there is some hair on the deal that you feel compelled to clear your conscience about. If you did not reveal it in step 2, put it in a letter in the due diligence Dropbox. Then, you'll legally protect yourself, but realistically, most decision-makers don't look at the Dropbox.
Time Kills Deals. While price is important, time is a close second. Every 30 days past 90 doubles the chances of a sale fail. Focus on making the timeline as short as possible. With all your offers, counteroffer on time as well as price. They will complain but keep shortening it. You want deal momentum. Identify a deadline reason -- like a personal or tax deadline -- and stick to it.
Their Lawyer is a Pain. Their lawyer is working against you, looking for reasons to kill the deal. They will come up with absurd, meaningless stuff. If your buyer lets the lawyer drive the bus, it will make you crazy. Ask your buyer to move the lawyer to a passenger seat so you can make a deal.
Escalate Their Commitment. If they ask you for anything, ask them for something, too. Usually, they ask for price or term changes or more time. Each time they do, ask for non-refundable earnest money. Increase your earnest money ask until it is uncomfortable, making it harder to walk away and more likely for them to close. If you give them anything, have them recommit to all other terms every time so you can get comfortable that the deal will go through as you plan your what's next.
Think About What's Next for You. You can't go from all-in on something to nothing and not get depressed. Think about how you will use your money and free time in your next chapter and plan upcoming adventures.
Share the Profit. If you are getting a higher sales price than you expected and make the decision to take it, why not designate a percentage to share with the people who helped you build the company?
Selling your baby is an emotional roller coaster and as hard as building the company itself. One thing that helped me get through it was knowing I could always build a company again -- maybe even better than the last one.
Barry Raber, is an Entrepreneurs’ Organization (EO) Member, CEO of Business Property Trust, a Portland, Oregon, company that owns and manages RV storage through Carefree Covered RV Storage and self-storage through Bargain Storage. He is also a thought leader who shares experiences for businesses at Real Simple Business.