How to Sell a Business

Understanding why businesses are sold – and bought

This ‘how to sell a business’ course ensures an understanding of the reasons surrounding selling and buying:

• Seller circumstances
• Management focus/ Strategic change
• Is price everything? Other criteria
• Buyer motives

Alternative methods of sale

• ‘Seven solutions’
• When is an IPO an option?
• Auction sale to trade
• Private equity/ MBO

Choosing an adviser and a deal team – seller’s perspective

Business selling training covers choosing the right adviser:

• How to differentiate and choose the right adviser
• Other advisers
• The role of management – incentives and rewards

Business value framework

• Three main approaches: assets, earnings, market
• Focus on cash flow to understand the fundamentals of value
• Enterprise (business) value and equity value

Pre-sale preparation

• What steps can or should be considered, and why?
• Contrast long-lead time, multi-year preparation with immediate launch
• Focus on the presentation of ‘clean’ financial information
• Case study - Dealing with an inbound approach and no prior preparation

Tradecraft and timetable

• Sell-side best practice
• Review the classic M&A auction process
• Principles underlying – information release and what this means for buyer and seller
• Evolution from the expression of interest through to indicative and final offers
• What happens after ‘final offers’?
• Case study – classic auction approach

Process choices

• Full auction to a wide range of buyers
• Focused marketing to a small number of buyers – when is this appropriate?
• Case study – ‘under the radar’ marketing
• Case study – use of A and B lists
• Case study – a twin-track sale

Transaction marketing documents

• Teaser, IM, management presentation
• Understand the place of each
• How to transact without an IM

Information release and due diligence choices

This business selling webinar also covers the following:

• The place of due diligence – interaction with the marketing documents
• Overview of core diligence areas
• Potential areas of specialist investigation
• Issues in leaving all the diligence to the buyer
• When should VDD or vendor assistance be used?
• How due diligence can, and will, affect the deal

Earn-outs

• Why these are likely to be more important with post-Covid uncertainty
• How do earn-outs work?
• Issues for sellers

Cash, debt and working capital

• Seller's perspective on these key value points
• Finalising Procedures - Completion accounts vs locked box – When is each method appropriate?
• Why sellers prefer a locked box

Legal agreements – key issues for sellers

Completing this ‘how to sell a business’ course, we’ll cover:

• NDA (Non-Disclosure Agreement)
• Heads of agreement – where do these fit in and what do they achieve?
• Purchase agreement
• Disclosure letter, warranties and indemnities – interaction with due diligence

At Redcliffe Training our 'How to Sell a Business' course leader has worked on corporate finance and capital markets transactions for over thirty years whilst holding client-side positions and leading advisory teams.

At the Department of Energy, he was a civil servant involved in the privatisation of British Gas, a global IPO involving a large advisory team. He also worked for two years (1990-92) in the Hungarian Government privatisation agency collaborating with numerous advisory firms, as the changing political environment triggered massive ownership change.

Our business selling training leader has worked at major investment banks including Swiss Bank Corporation International, now UBS, and Lazard. Additionally, he co-founded a successful M&A advisory boutique firm. This trainer retired from KPMG in 2021 having spent 13 years at the firm’s global M&A business, based in Scotland.

His experience combines a broad range of M&A and equity transactions in North and Central America, Asia Pacific and all the major European countries and most recently, Africa. His courses draw deeply on case studies from transactions he has run, bringing practical examples to set alongside the theory.

How to sell a business training covers the important objectives you’ll face:

• Business selling training is appropriate for business owners/sellers and their legal and financial advisers
• Enable practitioners with less experience to accelerate their learning around the sale of a business, through discussion of tradecraft, alternatives, case studies and best practices
• Give an understanding of why businesses are sold, and also why they are bought
• Help sellers understand the options open to them in planning a process and the choices at each stage
• Draw out key value points and other commercial terms where wins and losses may ensue
• Give the confidence to know what is ‘around the corner’ in this often complex process

• Immediate, concise and complete overview of every aspect of how to sell a business
• Insight - Show the sale process through the eyes of sellers – and buyers
• Appreciate the many different ways in which businesses can be sold – and the choices that sellers have to make, i.e. what is the best way to sell a business?
• Sets out the business principles underlying the marketing of a business, its value and how processes are staged
• Clear explanation of the timeline, including how value evolves and is finally agreed, i.e. how do you price a business to sell?
• Gives the roles and perspectives of all parties – buyer, seller, management and the various advisers involved.
• Understand the link between commercial discussions and legal agreements.
• Redcliffe’s How to Sell a Business trainer has been involved in negotiating and closing M&A transactions for over 25 years

This how to sell a business course is a ‘must know’ for anyone involved in, or expecting to be involved in, the sale of a business, including;

• Business owners considering a sale, especially owner-managers who may wish to have a better understanding of how to sell a small business, what a sale involves – and the alternatives to a sale
• Family business advisers
• M&A professionals in investment banks, boutique advisory businesses, and the corporate finance arms of accountancy firms
• Corporate business development teams, for example in large, diverse PLCs where disposals of parts of the business may be on the agenda
• Venture capitalists wishing to understand the options for their growth investments
• Private equity professionals

And a ‘nice to know’ for:

• Legal and other advisers involved in the M&A process, seeking a better understanding of how to sell a business, and how the M&A processes principals and their financial advisers initiate deals, structure sale processes and negotiate terms.

How to sell a business is an online, interactive session that is particularly helpful to those with some experience in the acquisition process and wishing to accelerate their understanding of what underpins successful deals.

Redcliffe’s business selling training covers every aspect encountered during the process. From considering the motives of potential sellers ahead of time, right through to the details of final pricing and the legal agreements.

A key element is explaining the importance of thoroughly preparing how to sell a business and the benefits this brings, through a focused sales effort aimed at maximising value.

The principal steps in the sale process, and the key documents at each stage, are clearly explained in the course. An important section focuses on the value of understanding potential buyers, and how best to drive their interest: selling a business calls for a thoughtful, bespoke negotiating strategy; even if you want to learn how to sell a small business.

Anyone considering selling a business or wishing to work with sellers will benefit from this full and thorough presentation on how to sell a business quickly in the UK.