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The process of selling a business

Are you ready to sell your business?

It is important to prepare yourself mentally for what can be a complex and emotional process the first step should be a frank discussion about the likelihood of a successful sale and the potential value of your business.

Hyde House is a boutique brokerage providing an advisory and fully managed service working on a no success, no completion fee basis. As we are only rewarded on the successful completion of a business sale you can trust us to provide a real world estimate of the market value of your business and to strive to achieve maximum value on your behalf.

Appoint your business broker

The key skill of the broker is finding a genuine buyer. Hyde House utilises a network of investors and deal professionals to augment extensive research and confidential marketing activities. Finding the right buyer is critical to a successful business sale.

Hyde House works as your confidential intermediary approaching and qualifying potential buyers discretely and on a no names basis. We only release sensitive client details with your approval and within the confines of a comprehensive Non Disclosure Agreement.

Market Your Business For Sale

Hyde House will work with you to gain an in depth and detailed understanding of your business.

This enables us to create a high quality set of marketing materials that are used discretely and in a targeted manner  to inform potentially interested parties about the acquisition opportunity. We strive to ensure our information memoranda are among the best in the industry.

"The information document Hyde House created was so good that our buyer effectively made up his mind before meeting us that the business was right for him and that the valuation was achievable." Software Company

Contact potential buyers

Having undertaken industry research and identified possible buyers a Partner from Hyde House will attend initial meetings to gain an understanding of the potential buyers ability and desire to buy your business.

This involves understanding the financial strength, business strategy and synergies of the acquiring business.

A Non Disclosure Agreement (NDA) is obtained in each and every case to ensure the confidential nature of the discussions, at this stage information is kept at a relatively high level until traction with both parties can be established.

Meet the potential buyers

Hyde House involves you in meetings with potential purchasers once they have been qualified as genuine buyers with the financial capacity to complete a deal.

Initial meetings often take place outside of business hours and away from the workplace to further provide confidentiality and to ensure the parties establish a good working chemistry.

Negotiating the deal

Hyde House will negotiate a deal that is acceptable to both you and the purchaser and structures the payment(s) and terms of the transaction.

Sometimes it is possible to secure a one-off cash payment. Other structures may include deferred payments. It is important to ensure that the seller is protected as far as possible from any post-sale liabilities and that the deal structure is tax efficient.

Reviewing and negotiating offers

Once the deal has been agreed between the parties in outline, the Purchaser’s solicitor will draft and issue a detailed offer letter to be taken under consideration.

Hyde House will review the offer with you and where necessary re-negotiate and fine-tune the offer and in so doing will establish the buyer’s price ceiling.

Offer Accepted

If the offer is accepted Hyde House will advise on the appointment of suitable solicitors for the seller and invite Heads of Terms from the buyer’s solicitor. 


Heads of Terms (HOTs)

The seller’s solicitor advises on signing the HOTs which are usually non-binding and will grant exclusivity to the purchaser 
for an agreed period of time. The key point about HOTs is that other than the granting of exclusivity to the buyer to afford time for all elements of the deal to be put together e.g. finance, due diligence and contracts, that they are non binding. However, they represent a key milestone in the process as they demonstrate that a deal is genuinely to be done subject to contract and initiate the appointment of key professionals. HOTs usually refer to an anticipated completion date that can be some six months into the future depending on the size and complexity of the business to be acquired.

Due Diligence

The purchasers organise legal, financial and commercial due diligence which are run as three separate work streams that require planning and preparation in order to achieve the anticipated completion date. The project plan and  time table will include site visits and will be intensive in terms of time and commitment from the seller. The seller will need to facilitate the provision of detailed information about the way the business is operated, the staff as well as financial and legal documentation. Hyde House manages this process on your behalf to allow you to concentrate on maintaining your businesses performance.

Sales and Purchase Agreement

The purchaser's solicitor will draft a Sale and Purchase agreement (SPA).

The SPA will be reviewed both by Hyde House and the seller’s solicitor and is likely to take several revisions and meetings to finanlise. The solicitor will take you through a process of disclosure which links into the documents provided to the other side during due diligence and limits the effects of warranties.

Completion

Once the due diligence process has been completed to the purchaser’s satisfaction and any further queries or discoveries properly answered then the parties are set to complete the transaction.  

This typically involves all parties meeting at the purchaser’s solicitor’s office and finally reviewing and signing off the agreement. The consideration monies are wired to the seller’s solicitor and the process complete. In the case of deferred consideration then it is likely that the seller will be retained in the business for a short while under a consultancy arrangement to ensure every chance of the business successfully performing during the early months of new stewardship.
 
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