Contents

Chapter 1:Let’s Have a Conversation

Shadow of the Missing Owner

Staying In or Getting Out

Who Will This Book Help?

Chapter 2:Avoiding Seller’s Remorse

Why Are You Selling Your Business?

Retirement

Stepping Up

Getting Out from Under

Partial Exits

Your Goal Is to Maximize the Value of Your Business

Not Every Business Can Be Sold

Can I Sell My Business If It Has “Warts”?

Why Do I Need to Position My Business to Sell It?

I’m Really Busy—How Much of My Time Will It Take to Prepare My Business?

How Long Will It Take to Sell My Business?

And a Final Consideration

Jim’s Bakery Example: Overview

Chapter 3:The Sales Process

Sales Process Tasks

Breaking Down the Steps

The Decision to Sell

Identify Your Transition Team

Position Your Business

Interview Bankers and Brokers

Listing

Prepare Marketing Materials

Create a List of Potential Buyers

Qualify and Down Select Buyers

Letter of Intent (LOI) and/or Purchase Agreement

Buyer’s Due Diligence

Closing

Transition Support

Chapter 4:Start Thinking about the Value of Your Business

Make Sure Buyers Have the Correct Image of Your Business

Does Your Business Have “Curb Appeal?”

Be Prepared to Demonstrate Your Business in Operation

Talking to Your Employees

Jim’s Bakery Example

Chapter 5:Who Are Your Buyers?

Business Buyers Are Not Impulse Buyers

Qualified Buyers

Looking for Strategic Buyers

Looking for Financial Buyers

Get to Know Your Buyer

Be Open to “Earn-Outs” and “Stock Swaps”

A Word about Ethics

Jim’s Bakery Example

Chapter 6:Marketing Your Business

Where Are Buyers for Your Business Going to Be Found?

How Will You Market Your Business?

Getting Professional Help

Selecting a Sales Agent/Intermediary

Having Your Say

Marketing Materials

Market Relevance

Know Your Competition

Markets Are Dynamic

Your Business Is for Sale. Shhhh, Be Quiet, Shut up!

Down Select

The Single Buyer Slump

Jim’s Bakery Example

Chapter 7:Preparing for a Due Diligence Financial Assessment

If You Want to Sell Your Business Get Your Head out of the Financial Sand

Putting your Financial House in Order

The Dichotomy Dilemma

Recasting Your Financials

Third-Party Audits

Looking Toward the Future

Future Performance Should Be Based on a Solid Foundation

Jim’s Bakery Example

Chapter 8:Preparing for a Due Diligence Legal Assessment

Legal Positioning Casts a Wide Net

Create a Milestone Calendar

Government Regulatory Compliance

Intellectual Property

Patents

Trademarks

Copyrights

Intellectual Property (IP) Assignment

Capturing IP

IP Violations Can Cost You

Jim’s Bakery Example

Chapter 9:Preparing for a Due Diligence Operations Assessment

Start an Internal Risk/Opportunity Management Program for Your Business

What Is the Scope of the Enterprise?

Preparing for a Customer Satisfaction Infrastructure Assessment

Preparing for a Production/Services Infrastructure Assessment

Preparing for a Sales and Marketing Infrastructure Assessment

Preparing for an Organizational Infrastructure Assessment

Prepare an Organization Chart

Don’t Overlook the Informal Organizational Infrastructure

Preparing for a Personnel Infrastructure Assessment

Preparing for a Financial Operations Infrastructure Assessment

Preparing for a Legal Operations Infrastructure Assessment

Preparing for an Information Management Infrastructure Assessment

Preparing for an Institutionalized Processes Infrastructure Assessment

Jim’s Bakery Example

Jim’s Production/Services Infrastructure Preparation Example

Jim’s Sales and Marketing Infrastructure Preparation Example

Jim’s Organizational Infrastructure Preparation Example

Jim’s Bakery Personnel Infrastructure Preparation Example

Jim’s Bakery Financial Operations Infrastructure Preparation Example

Jim’s Bakery Legal Operations Infrastructure Preparation Example

Jim’s Bakery Information Management Infrastructure Preparation Example

Jim’s Bakery Institutionalized Processes Infrastructure Preparation Example

Chapter 10:Due Diligence

Due Diligence Is a Continuation of Negotiations

The Due Diligence Process

Document List

Preparing an Asset List

Tangible Assets

Intangible Assets

Preparing for the Due Diligence On-Site Assessment

It’s a Good Time to Build the Relationship

Post–On-Site Activity

Jim’s Bakery Example

Chapter 11:Describing Your Business Model

Prepare an Elevator Speech

Prepare a Written Description of Your Business Model

Beware—Business Models Change

The Franchise Business Model

Strategic Decisions Should Be Tested by the Business Model

Business Models Affect Valuations

Make an aaS of Yourself

Jim’s Bakery Example

Jim’s Bakery Business Model

Chapter 12:Writing Your “Book”

Your Book Is a Business Plan and a Marketing Proposal

Using a Third Party to Write Your Book

Generating Content for Your Book

Your Book Provides the Pith of your Business

How Long Should Your Book Be?

Book Outline

Overview

Market

Competition

Business Model

Product Descriptions

Sales Performance and Projections

Operational Description

Financial Summary

Protecting Your Work

Create a Short Handout

Jim’s Bakery Example

Chapter 13:Create a Virtual Model of Your Business

Your Financial Reports Should Be Your Greatest Sales Tool

Creating a Spreadsheet Model of Your Business

Use Linked Spreadsheets for Greater Fidelity

Monthly “Actual” Input

Jim’s Bakery Example

Chapter 14:Valuation

Financial Analysis and Certified Appraisers

Value vs. Price

Use Caution Applying Metrics

Automation Can Help

How Can a Professional Appraiser Help You?

Valuation References

Jim’s Bakery Example

Chapter 15:Partners, Vendors, and Other People Who Care

Cleaning up the Ownership of Your Business

Prior Investors

Outstanding Debt

Vendors and Critical Suppliers

Remove Any Blurred Lines

Chapter 16:Who Are the Deal Makers?

Finding Professional Help

Business Brokers

Investment Bankers

Types of Buyers and Investors

Banks

Venture Capital Companies

Angels

Beware of Sharks

Chapter 17:Loose Ends and New Beginnings

Transition Planning

Future Insurance Needs

Buyers Change Hats, and You May Too

Taxes

Asset vs. Equity Sales

Lock-outs

Taking the High Road

Become a Consultant

Appendix A:Example Marketing Handout

Appendix B:Example “Book”

Index

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