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One of the most common questions asked by those who have
never purchased a business (which is incidentally about 90 percent of
those looking to buy a business) is how do you actually buy a business.
There is no right or wrong way to buy a business. However, it is important
that you get answers to all of your questions and that you have all the
information necessary to make an informed decision.
Here are the steps to buying a business that over the
years have become the most efficient and practical:
Get the Basic Facts
Get preliminary information on price, terms, income, cash
flow, and general location. There is no point in continuing the buying
process if the amount of cash necessary to buy the business is more than
you are willing to invest. At this point, don't worry about the full price.
It's important, but the key factor is the amount of cash that is necessary
to buy the business. There is very little outside financing available
such as banks, etc., for those who are purchasing businesses. The great
majority of business purchases are financed by the seller. This is why
the amount you are willing to invest is a key issue.
Also, the business has to be able to meet your basic financial
needs. You always expect a business to improve under your ownership, but
you have to able to meet your living expenses as well as meet the debt
service of the business. It is also important to remember that almost
all purchase prices and down payments are negotiable. In fact, businesses
generally sell for about 15 percent to 25 percent less than the original
asking price. There is an old adage that says, "the more cash you
willing to invest in a business purchase, the lower the full price; and
the less cash you are able to invest the higher the full price.
Visit the Business
Visit the business to see if you like the location and
the looks of the business itself - both inside and outside. This is a
visual inspection. Pretend you are a customer. It's not time yet to talk
to the owner. If the business is the type that does not lend itself to
a visit, make an appointment with the seller to inspect the business,
or have the seller's representative schedule a visit. There is no point
in going any further if you don't like the physical location of the business
or the appearance of it.
Get Questions Answered
If you like the business so far, it's time to get your
questions answered. For example: What is the rent? How long is the lease?
What have been the sales for the past few years? Can the seller support
the figures you have been told? Now is not the time to have the seller's
books and records completely checked. There will be plenty of time to
do that and review other important issues during the due diligence phase.
This is the time to get those questions answered that have a bearing on
whether you may want to own and operate this particular business. It is
also the time to visit with the seller to get your questions answered
about the business itself.
Make an Offer
If you now have your basic questions answered and you
want to proceed with purchasing this business, it is time to make an offer,
subject, of course, to verification of all the information you have received.
The main purpose in making an offer is to see if the seller will accept
your terms, price, and structure of the sale itself. Remember, you will
have the offer subject to your verification of the important information.
It doesn't make sense to employ outside advisors and go through the time
and expense of due diligence unless you can come to financial terms with
the seller.
Due Diligence
At this point, you hopefully have arrived at a meeting
of minds with the seller, and you are ready to begin removing the contingencies,
performing what is commonly called due diligence.
*Insider Tip
Unless you are completely familiar with the type of business purchased,
it is beneficial to include as part of the agreement that the seller will
stay with you (30 days is fair with perhaps another 30 to 60 days of telephone
consultation a sufficient length of time to teach you the business - at
no charge.) If you want the seller to stay longer, it may be best to offer
to pay him or her a consulting fee of some type.
Bring In Outside Advisors
Now is the time to bring in any advisors you may want
to use to verify the information about the business. You should know most
of the information, but you may want to have an accountant review the
figures to verify them. You will want a lawyer to assist you with the
legal paperwork and to look out for your interests. Keep in mind that
outside advisors will most likely not tell you to go ahead with the purchase.
They don't want the responsibility of telling you everything is just fine.
And, in fairness, it is a business decision. The accountant can tell you
that the numbers are what you thought they were. The lawyer can tell you
that the paperwork is fine. If you're convinced that the business is right,
you should instruct the attorney to put the deal together unless there
is something illegal or unethical about it.
Once all the purchase conditions have been eliminated and the closing
papers drawn and approved, it is time for the closing. Now the business
is yours - congratulations!
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