You made it through the first meeting alive! Congratulations.
Knowing what to expect and preparing ahead of time meant you could get the information you needed from the other party.
If it was a success, you will both feel satisfied and positive about the prospective sale.
Following on from the initial meeting, there are now some practical next steps that need to be taken to continue progressing the deal.
Primarily…
The NDA
In both ‘Initial Meetings – A Seller’s Guide’ and ‘Initial Meetings – A Buyer’s Guide’ we touched lightly on Non-Disclosure Agreements.
If an NDA has not been signed yet, one must be signed now.
NDAs are contracts drawn up to prevent sensitive information from being shared beyond those involved.
If you’re the seller, an NDA is vital because it protects you. You will be asked to release financial and other sensitive information from this point onwards.
If you’re the buyer, the NDA provides you with permission to share the forthcoming data with professionals involved in the deal, such as:
- Funders
- Accountants
- Lawyers
- Advisors
The buyer should have a draft version of the NDA readily available to support their interest in the deal – remember how important it is to be prepared? Ultimately, though, it doesn’t matter which party produces it.Why Use An NDA?
Why Use An NDA?
A Non-Disclosure Agreement lays out the terms of an agreement between parties as to how information can and cannot be used.
In the buying and selling of businesses, having an NDA in place is important because:
- Clients or customers who learn of the potential sale prematurely could panic and change their buying habits. Focus on the business running as usual to maintain confidence.
- Whispers of the business changing hands can spook current employees and the supply chain. Job security is understandably a real worry and can be enough to encourage some employees to leave.
- The business and buyer are protected if the sale falls through. The NDA highly reduces the chance of sensitive information being released if this happens.
A buyer who refuses to sign an NDA is either not truly interested or is highly inexperienced, and as such, is best avoided.
What Happens Next?
It’s crunch time.
This is a critical period for both buyer and seller.
The seller is now requested to release important financial data about the business in question.
The released data allows the buyer and their team to start:
- Analysing the new numbers. How honest the seller has been so far will become clear, and quickly.
- Constructing a valuation. Based on the financial analysis, the buyer can work out an offer to suit.
- Structuring the deal. Doing this properly means both buyer and seller understand their obligations and outcomes. This is important to reduce the chance of the deal falling through at the negotiation stage.
- Assessing the fundability of the deal. Fundability is the capacity of the business in question to obtain financing successfully. Is the business profitable? Is there a vast market for the business? Is there a solid business plan in place?
On the other side of the table, it’s a waiting game for the seller. Though that’s not to say they don’t have work to do.
If you’re the seller, don’t forget to keep managing the business!
This is not the time to relinquish duties. The measures you put in place now will affect the future of your business and employees once in new hands. Start paying good attention to developing effective succession planning strategies to make the changeover run as smoothly as possible.
So there we have it.
We’ve covered the basics of what to expect in the wake of the first buyer/seller business meeting.
The work doesn’t stop there of course. Steady yourself for an upcoming dive into financial analysis… and beyond.
The Business Success Consultant is here to support you through the whole journey.
Need to get an NDA signed but not sure what to include? Having bought and sold countless businesses, and with upcoming purchases on the horizon, Clive knows what he’s doing.
Reach out and book a call with him today.
