How to Sell a Business

£625.00 +VAT

This course can also be presented face to face in-house or in-house via live webinar.

How to Sell a Business Objectives:

Participants will:

  • Be introduced to the sale process, what the seller’s motives are and what the different methods of sale could be
  • Get an overview of preparing the company for sale, how to optimise the operation, clear important legal points and choose the appropriate advisers
  • Have explained to them how to initiate the process by preparing the key documents and the management of the sale operation
  • Gain an understanding of the operation of the sale process, what are the costs, how an auction works, the risks involved and the timescale
  • Cover how to “seal the deal” and the alternative outcomes to a trade sale

How to Sell a Business Content:

Overview of the Process

  • Motives and objectives of the vendor
  • Which outcome is preferred
    • Cash only
    • “sale with honour”
    • Management buyout
    • IPO
  • Timescale

Preparing the Company for sale

  • Optimising the operations
    • Removing skeletons, resolving related party conflicts
  • Resolving accounting / audit issues
    • Tightening up provisions, write offs, stock obsolescence
  • Clearing legal points
    • Employee issues
    • Customer / supplier disputes
  • Choosing advisers
  • Tax considerations
    • The vendor’s tax position
    • Company PAYE, corporation tax

Quiz: What are the top ten objectives of a vendor

Issues in assessing the value of the business

  • Other factors
    • Intellectual Property
    • Market share
    • Customer base
    • Niche products
    • Strategic value to a buyer

Initiating the Process

  • Choosing advisers
    • Investment bank
    • Merger brokers
    • Accountants
  • Other
  • Agreeing the mandate
    • Fees
      • Retainer, success, no go
    • Exclusions
      • Companies and territories
    • Time limits
    • Indemnities
  • Preparing key documents
    • Information memorandum
    • Support material
      • Confidentiality undertakings, product information
    • Due diligence pack
      • Reasons for, use of virtual data rooms
  • Management preparation
    • Confidentiality
    • Conflicts of interest
    • The “sale team”
    • Presentation material

The Sale Process

  • The cost / risk / timescale issues in
    • A trade sale
    • Buyout
    • IPO
  • Trade sale approaches
    • Public auction
    • Private auction
    • Bilateral negotiation
  • Organising an auction
    • Identifying the purchasers
      • Tiering prospects into probables, possibles, maybe
    • Defining the deadlines
      • The importance of realism
    • Confidentiality agreements
      • Terms and time limits
      • Dealing with large company buyers
    • Judging the offers
      • Will a “no price” offer work?
    • Conducting the second stage discussions
      • Company and management visits
    • Preferred bidder and exclusivity
      • How long for exclusivity?
    • Summary of key legal documents

CASE STUDY:  Reviewing an information memorandum on a company sale to assess: the value of the business, the most likely buyers

  • Sealing the deal
    • Earn-outs
      • Bridging the valuation gap
    • Key legal documents
      • Heads of terms / Memorandum of understanding
      • Sale and purchase agreement
        • Standard clauses
      • Warranties, disclosure letter
        • Buyer / vendor conflicts
      • Warranties, disclosure letter
        • Buyer / vendor conflict
      • Time limits, caps
      • Completion accounts
      • Comfort letters
  • Alternative outcomes
    • IPO, timescale
    • MBO, management conflicts
    • Post “exit” lock-in
    • Ongoing relationship

Background of the Trainer:

The trainer has over 40 years of City experience, encompassing banking, investment banking, M&A, and corporate finance at Citicorp, early stage investment, and corporate advisory work.  He is a director of several companies and chairman of a fast-growing software company quoted on AIM.

Besides having been a visiting lecturer at the City of London (now Cass) Business School, he has 20 years’ experience of delivering in-house training to leading banks and investment banks in the UK, Europe, Africa, Asia and the USA, and public courses in UK, Europe and Asia covering M&A, company valuation, investment banking, corporate finance and credit analysis.

How to Sell a Business Course Summary:

Selling a company to achieve a vendor’s target price is frequently a time-consuming and complex process.  In addition to the legal and accounting considerations there are issues of presentation, timing and tactics that are important elements of the campaign to close a successful sale.

The course covers the practical steps that are required to plan, negotiate, and close a successful sale.  Valuing the business to be sold and the effective presentation of the commercial attractions of the business are key elements, as are choosing the appropriate advisers and running a competitive auction.

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23 October 2018, 15 January 2019, 9 July 2019, 12 November 2019