IS NOW THE RIGHT TIME TO SELL YOUR BUSINESS?

by
Neil Jones is the head of the Corporate and Commercial team at Ansons Solicitors

Despite the massive impact the lockdown has had on the UK economy, many businesses have continued trading, although not all are recognised as essential services.

Push bike sales have enjoyed a 200 percent uptick, but the new car market dropped by 97 percent in April (with just 4,321 registrations), highlighting the struggle faced by some sectors.

Many business owners will be considering selling up, but now is not the best time and snap decisions should be avoided.

Buyers know the current situation offers bargains. Sellers should be careful when dealing with issues like due diligence, warranties, indemnities and price adjustment mechanisms, to ensure they do not accept much poorer terms of sale than they normally would.

The coronavirus crisis remains fluid and may cause buyers, after the purchase price and other terms have been agreed, to try to revisit terms and alter matters in their favour – a situation to be avoided.

READ: MANAGING PROPERTY IN A PANDEMIC: KNOW YOUR RIGHTS

Remember, the buyer is purchasing the long-term viability and potential of the business, which must be reflected in the deal’s terms.

If the deal was already in the process of being negotiated before the current crisis, then the buyer might wish to revise the terms to modify the price adjustment mechanisms.

Sellers can take steps to protect themselves, like asking for more payments upfront to avoid the risk of deferred payments, as the current volatility could impact the buyer as much as it does the seller.

Any seller would need to go through the disclosure process again to mitigate the risk of any claims, and revisit any relevant warranties in light of the pandemic, in case they need amending or qualifying.

SIMPLE STEPS TO SUCCESS

Selling a business is a series of clearly defined steps, including securing the position of workers, minimising personal tax liabilities and deciding what expert advice is needed.

This could involve a corporate finance adviser, a tax accountant and a corporate lawyer, ideally experienced in the sector in which the business being sold operates. There’s no substitute for experience when identifying areas of risk.

When taking on an expert, a clear division of responsibilities and a fee structure should be agreed in writing so the seller can create the best possible picture of their business to maximise the sale price.

READ: HOW TO SELL A BUSINESS

This can involve tidying up loose ends, selling under-used property or equipment, positioning major purchases or implementing strict stock management and credit control measures to maximise working capital and create a stable, longer-term financial pattern.

Currently, sellers are more likely to be offered a valuation that maximises the buyer’s chances of securing the business as cheaply as possible. The seller must evaluate the status of the buyer as carefully as they would normally to understand if they can fund the purchase.

It may be tempting to rush due diligence checks in a ‘buyers’ market’, but this would be a mistake by the seller and the kind of panicked response the buyer, who may be highly geared themselves or only have vague financial promises, will hope for.

If part of the purchase payment is to be deferred, what guarantees are in place with regard to those payments? Do they reflect the reality of the current pandemic- related market conditions?

Additionally, if payments are linked to future business performance, will the seller have ongoing influence on the business? Do the figures reflect the impact of coronavirus?

During the lockdown and the economic uncertainty that will follow, buyers will place increased emphasis on due diligence, more particularly on aspects such as insurance, supply chain risks, business continuity and employee health and safety policies.

As a seller, it’s best to be transparent, which not only demonstrates good faith, but also helps protect against any future claims if any information was not fully disclosed.

Sellers should rely on their expert advisors to fully interrogate the details of any offer, which these advisors will view dispassionately – it’s what the seller needs and what the bargain-hunting buyer fears.

When it comes to deferred pricing mechanisms or earnouts, the seller must ensure they are fully covered with regard to the pandemic’s impact on their business.

The buyer may predict a business slowdown over the next six months and attempt to structure a deal based around continued pre-coronavirus earnings during that period, which may result in that earnout being unachievable.

The seller needs to be clear about what a realistic prospect for future trading is (allied to their own ability to influence that trading post-sale) with clauses in the sales agreement reflecting that reality.

Selling might be the only option for some business owners but they must exercise caution. The pandemic has created market conditions where speculators feel they can grab bargains, but sellers can still structure any agreement to ensure the business they have worked hard to build is not undervalued.

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  1. Selling a business has many factors to consider which depend on a multitude of things that can determine the final outcome. It is most likely that you as the seller has a lot of expertise in the art of selling and may well be of the opinion that he/she will be able to handle the sale efficiently and most profitably himself.
    In 99% of cases, this will be WRONG.
    Selling a business is a complicated journey and should be done with the advice of an expert specialised company/solicitor/accountant.
    Before this, however, you must decide why you want to sell the business and how quickly you want this to happen. I would advise that you plan this sale and the reasons for it at least a year before you actually put it up for sale, and tell your accountant!! Most owners have an idea in their head of what the business is worth, again most times this is more than the actual market value. So get in a couple of companies to estimate it’s worth. Some work as an agent who will either charge a flat fee depending on the amount of time the business is on the market or others which charge a percentage amount of the final sale price. Don’t underestimate the power of local advertising either. Ther are undoubtedly many people/companies around that admire your business and would like to make an offer, so exploit this and ensure this is not part of the agent’s remit, the amount that can be saved selling private is considerable!
    Be realistic with the price, decide what you want to sell, the company or the stock and goodwill. Again listen to the advice which will explain the tax implications of this. If your property is leasehold, negotiate with the seller and possibly the freeholder a deal which negates the condition where you are responsible for the lease if the new owner fails to meet his financial obligations within that lease. This is important as it could expose you to considerable future expense. If you are pricing stock, again be realistic and exclude old or obsolete items, also those that may be very slow selling items. make sure this is made clear in any sales advertising, it often will impress some prospective buyers of your honesty. Always have available up to date verified accounts which confirm accurately all the figures mentioned in the sales pitch. If you are dealing with a local authority, give yourself more time than you would expect in your wildest dreams to envisage, they are very very slow and ‘jobsworth.’
    When to sell??? who knows, it will vary for each individual and every type of business. It is obviously best not to sell when conditions are forcing a sale, that leaves you in a weak position, but I don’t have to tell you that!
    Retiring, well don’t leave it too late, you only live once and there’s a lot to do and see out there and you want to be young enough to enjoy it.
    I made that mistake, and after 46 years in the retail spares business, wish that I had done it ten years earlier.
    Happy selling and a happy life.