Preparing your business for sale

There are many factors that can dictate not just the price that a buyer is willing to pay for your business, but whether it is even of interest, so ensuring your business is ‘sale ready’ is of critical importance.

It is never too early to start planning for exit and implementing the right processes, people and analysis in advance of a sale, will not only make the sale process much smoother but will enhance the value you achieve as a seller.

Here are some top tips to help you ensure your business is ‘sale ready’:

Can the business operate without you?

Entrepreneurial businesses are, by definition, reliant upon their owners. However, a buyer will often want to ensure that the business they are buying is capable of operating and growing, in their absence.

If the business cannot function without its owner, then what is a buyer acquiring? Ensuring that you have a credible management team who can continue to drive success when you step down will make your business far more attractive to a buyer and will likely result in a higher price being paid.

Financial information

Poor financial information sends the wrong message to a buyer. Good quality, up to date financials not only makes good sense but make a buyer’s ability to value your business, and rely on the financial results, much easier.

A buyer will undertake financial due diligence on your business as part of a sale and being able to provide this information not only makes this process smoother but improves their perception of your business and may reduce the chance of challenges to the pre-agreed sale price.

Profit trends

For most businesses, the more profitable it is, the more valuable it is to a buyer.

Being able to illustrate a strong, growing profit pattern, over a sustained period, will increase the value of your business. Knowing the right time to sell is imperative. Understanding your business’s profit trends and future growth opportunities, as well as underlying market dynamics, can dictate the optimal time to sell a business.

Being able to present your business’s future growth opportunities and potential future profits to buyers will also enhance its value.

During a sale process, it is also key to perform well compared to forecasts. A strong financial performance during diligence and negotiations will provide additional confidence to the prospective buyer.

Manage current and future risks

Managing the risk of your business, such as reliance on any particular customer or supplier, improves resilience and reduces the risk profile in the eyes of a buyer.

In some cases, customer or supplier concentration cannot be avoided but where possible this can be mitigated by incorporating or extending customer or supplier contracts to enhance the strength of these relationships.

Manage cash, debt and working capital

Buyers will seek to acquire a business with a ‘normal’ level of working capital being retained. Understanding your business’s working capital cycle and being able to drive efficiencies in its working capital management can unlock additional value in a sale process.

Typically, cash will be added to the headline value, with debt and debt-like items such as corporation tax liabilities being deducted from the price.

Legal and financial tidy up

Again, ensuring compliance with your legal and financial reporting requirements presents the right impression to a buyer. From a legal perspective, make sure that items such as incorporation documents, share certificates, property leases, title deeds, intellectual property rights, employee contracts or customer and supplier agreements are in place and up to date.

This removes the burden of tackling these whilst going through a sale process and presents your business governance in the best possible light.

Tax planning

If you sell your business, unfortunately the taxman will (generally) be entitled to some of your sale proceeds.

Some basic tax planning can help to reduce this bill. But don’t leave it too late to address this, as certain opportunities can be missed if not addressed in advance of a sale.

Speak to your advisors

Experienced advisors will provide valuable advice to make your business ‘sale ready’, maximise its value and support you in executing a successful transaction. The further in advance you can begin these conversations and consider these questions, the better the chance of a successful transaction.

Get in touch

If you would like to know more about how we can help you manage, plan or invest for your future, please get in touch via the form below.

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How can we support you?

Our deal advisory, tax and financial planning advisors can support you through all stages of the sale process. We will work with you to:

• Help you understand what your business is worth and what you can do to maximise that valuation
• Identify and contact potential buyers across our international network
• Prepare marketing materials to position your business in the best light, including a business plan, teaser, and information memorandum
• Help you prepare the business for sale, including gathering financial and other information to ensure you are ready for a potential buyer’s due diligence process
• Design a bespoke sales process and manage it closely from inception to completion, liaising with the various legal and accounting advisors, creating competitive tension amongst buyers, and minimising the burden on you as you continue to run your business
• Advise you and negotiate on your behalf, all key elements of the transaction to ensure you get the best deal possible
• Highlight any potential tax exposure for any relevant transactions, both for you personally and the business, to ensure you have clarity over your net proceeds from a deal
• Undertake a thorough exploration of your individual circumstances as well as the business in order to identify and consider any tax reliefs that may mitigate your tax exposure and ensure any tax traps are understood and navigated in order to provide a bespoke tax plan as part of your strategy
• Advise you on alternative deal structures to ensure tax efficiency, where appropriate
• Manage and obtain relevant clearances from HMRC on your behalf, where appropriate
• Advise you of your reporting requirements to HMRC in order to minimise the burden and give you peace of mind
• Calculate the level of capital required from the sale to meet your personal objectives and provide security, using sophisticated cash flow forecasting tools. This helps you understand what is needed and what is aspirational when entering into negotiations
• Advise you on how to invest the sale proceeds to meet your objectives, including a review of existing investments and pensions to ensure they are used to best effect
• Work with you in advance of the sale to agree to a personal financial plan, so plans can be implemented efficiently once proceeds are received