When buying a business, there are many things that can get in the way of closing the deal. The seller can back out or due diligence uncovers an issue with the company you didn’t anticipate, just to name a few.
In the precarious minefield that is the acquisitions process, your goal as the buyer is two-fold: get the highest value business for the best price and make it to the finish line as smoothly (read: stress-free) as possible.
The thing is, you can’t do this alone. You might be able to DIY the replacement of your kitchen sink at home, but you can’t DIY the acquisition process.
Because of the amount of expertise and involvement it requires. If you were to buy a business on your own, you might get yourself to the finish line, but you might do so at the risk of buying a lemon.
Having a team of the right people will allow you to acquire a business and not lose (too much) sleep throughout the process, whether that’s during the acquisition or post-close.
Professionals Needed On Your Team
Who are the people you’ll need during the acquisition process? You’ll need a(n):
- Business broker
There are many types of these professionals in different industries, so it’s important for me to explain more in-depth what you should be looking for.
Let’s talk about why you need these three professionals and what you should be looking for when vetting someone to help you in the acquisition process.
An accountant is a professional who does various accounting functions such as account analysis, auditing, and financial statement analysis.
Here are the specific functions an accountant will help you with during the acquisition process:
- Determine What You Can Afford. An accountant can review your personal finances and credit score to determine the size of business you can afford, based on how much you have for a down payment and how large of a loan you can obtain
- Conduct Financial Due Diligence. An accountant will assess the company’s financial health, analyzing its financial statements in order to verify valuation is accurate, establish future forecasts, and identify risks to the buyer.
- Review Tax Implications. Whether a business is sold as an asset sale or a stock sale, there are distinct tax implications for both. As a buyer, there are tax deductions available to you for purchasing a business, as well. An accountant will be invaluable in helping you navigate these tax implications and how they will affect you.
How to Vet an Accountant
Here are the things you want to look for when searching for an accountant who will help you buy a business:
- Specializing in M&A. Find out if your accountant has experience in the purchase and sale of businesses. Ideally, they should have experience in both. Why? Not all accountants are made the same. Some may specialize in preparing tax returns but don’t have any experience in business sales. These are two different worlds requiring a different set of specialties.
- Explains Concepts Easily. An accountant isn’t just someone who performs accounting functions – he or she is also a trusted advisor and someone who will explain the tax and financial landscape to you. It’s important to find an accountant who you resonate with and who can break things down for you in a way you understand it, while not making you feel wrong for asking the questions you need to get clarity on what’s going on and why.
A mergers and acquisitions (M&A) lawyer assists a client with generating and negotiating legal documents, conducting legal due diligence, and being a trusted advisor.
Here are the specific functions a lawyer will help you with during the acquisition process:
- Drafts Legal Documents: A lawyer will draft and negotiate the Letter of Intent (LOI) and Asset Purchase Agreement (APA) mainly but can also generate other documents needed such as a non-compete agreement, vendor contracts, confidentiality agreements, and employment contracts.
- Negotiate Purchase Terms: An APA isn’t a simple agreement transferring ownership from the seller to the buyer. There are representations, warranties, covenants, and disclosure schedules that may be relevant if any issues were identified during due diligence. A lawyer will help craft these and any other conditions to close.
- Conducts Legal Due Diligence: A lawyer will gather any necessary information from the seller and review existing business contracts, permits, and organizational documents, ensuring the company’s legal compliance. This information will help you better understand the scope, value, and risks of the transaction.
How to Vet a Lawyer
Here are the things you want to look for when searching for a lawyer who will help you buy a business:
- Specializing in M&A. Lawyers involved in the acquisition process will need to be familiar with balance sheets, income statements, and many other financial and accounting issues. Having a strong financial and tax background is crucial to understand the transaction and will help a lawyer identify relevant issues to protect you as the buyer. Not all lawyers are made the same, and you’ll want one with previous M&A experience.
- Aren’t Deal Killers. Lawyers are notorious for finding issues and creating a standstill between both parties. However, when it comes to an acquisition, the goal is to still get the deal done, and you want a lawyer that also has that goal in mind as well. Your lawyer should find the deal-killers during due diligence but aren’t the deal-killers themselves.
- Level-headed and Trustworthy. Having a lawyer you trust is invaluable. She or he can provide a grounding voice in a process where emotions can rise. Experienced M&A attorneys can help clients stay focused on the end goal and guide them on how to navigate any challenges that come up.
A business broker is an intermediary who assists clients in buying or selling businesses. They help sellers value their businesses at a fair but competitive price, put in the work needed to list and market the business to potential buyers, and help shepherd the deal from start to close.
Here are the specific functions a business broker will help you with during the acquisition process:
- Communicates & Negotiates. The broker is the liaison between you and the seller, and his or her goal is aligned with yours: to get the deal to the finish line. A broker can help smooth any wrinkles that arise and find compromises between the buyer and seller. Unlike lawyers, brokers can talk directly with the buyer and seller, and this line of communication is effective in moving the deal forward.
- Value the Business. One of the most important parts of the acquisition process is establishing a fair market value for a business. A business broker will do this by analyzing a company’s financial statements, discounting cash flow models, and compare to similar companies that have been sold. A seasoned broker can land at a fair listing price that will satisfy the seller while also generating demand from buyers.
- Find Other Deals. There’s a chance the business you’re looking at won’t be the one you end up closing on, but it’s important to maintain relationships with brokers as they can help you find other deals that fit your criteria. It’s great to have someone in your corner who is actively looking at listings before and after they come on the market.
How to Vet a Business Broker
Normally, if you’re looking at a business represented by a broker, you aren’t in a position to choose another broker to work with. However, here are some things you want to keep an eye out for working with a business broker to help you buy a business:
- Communicative & Responsive. From your initial outreach to the business broker, are they responsive and helpful? A good business broker will be quick to respond to potential buyers, patiently answer questions, and help you with what you need to move forward as a buyer.
- Vets You as a Buyer. There are many buyers out there who aren’t serious about acquiring a business and can potentially waste a seller’s time. A broker representing a seller’s listing should vet you, as the buyer, to determine how serious you are in buying a business and if you have the funds available to afford the business.
Ready to acquire a business in the next 12 months? The Acquisition Lab is your first stop. Reach out to us today and get on the fast track to becoming an acquisition entrepreneur.