Seller’s Guide

The first step in selling your business is determining its value. Understanding what your business may be worth is an important part of preparing for a potential sale. A business valuation considers factors such as financial performance, cash flow, industry conditions, market activity, business-specific risks, and other characteristics that may influence value.

A valuation can provide a useful starting point for considering timing, expectations, and potential next steps, but the eventual sale price and terms will ultimately depend on the business, the buyer, market conditions, and the structure of a transaction.

Before listing your business, it is important to get it in top shape. Preparation can begin well before a business is brought to market. Organized financial records, documented operations, a capable management team, diversified customer relationships, and attention to outstanding business issues can make it easier for prospective buyers to understand and evaluate the company.

Not every business needs to be perfect before going to market. The objective is to understand the strengths of the business, identify issues that may affect a transaction, and prepare appropriate information for prospective buyers.

Finding the right buyer involves more than generating interest. Financial capacity, acquisition experience, financing, strategic fit, and the buyer’s ability to complete a transaction may all be relevant.

Cooperhawk confidentially markets businesses and screens prospective buyers before providing sensitive information. Our objective is to identify credible buyers while protecting confidentiality and helping owners evaluate the opportunities presented to them.

A business sale involves more than the purchase price. Deal structure, financing, working capital, included assets, seller involvement, contingencies, timing, and other terms can materially affect a transaction.

Cooperhawk helps facilitate negotiations, communicate between the parties, and advise sellers as they evaluate proposed terms. Attorneys, CPAs, lenders, and other professional advisors may also play important roles depending on the transaction.

After the parties reach preliminary agreement, often through a Letter of Intent, the buyer typically begins a more detailed review of the business. Due diligence may include financial records, operations, contracts, employees, customers, assets, legal matters, and other information relevant to the transaction.

Cooperhawk helps coordinate the due diligence process, organize communication, and work with the seller, buyer, and their professional advisors as questions and information requests arise.

As due diligence is completed and remaining contingencies are addressed, the parties move toward closing. Purchase agreements, financing, leases, licenses, third-party approvals, and other transaction-specific matters may need to be completed before ownership transfers.

Cooperhawk helps coordinate communication among the seller, buyer, attorneys, accountants, lenders, and other professionals involved in the transaction. We encourage parties to engage qualified legal, tax, and financial advisors to address matters within their respective areas of expertise.

The transition of ownership can be an important part of the transaction. Depending on the business, this may involve introducing the buyer to employees, customers, vendors, and other important relationships; transferring operational knowledge; and establishing the seller’s responsibilities following closing.

Transition expectations should be discussed during the transaction so both parties understand the anticipated timing, responsibilities, and level of seller involvement after closing.

The structure of a business sale can have significant tax consequences for a seller. Purchase price allocation, entity structure, asset versus equity treatment, installment payments, and other factors may affect the tax consequences of a transaction.

Because every seller’s circumstances are different, business owners should work with their CPA, tax attorney, financial advisor, or other qualified tax professional to understand how a potential sale may affect them.

For many owners, selling a business represents more than a financial transaction. It may also mean stepping away from a company they have spent years building and deciding what comes next.

Retirement, another business venture, investing, family priorities, charitable interests, and other personal goals may influence both the timing of a sale and the decisions made during the process. Thinking about those priorities before a transaction can help owners evaluate a potential sale in the context of their broader goals.

Selling a business can involve valuation, preparation, confidential marketing, buyer screening, negotiations, due diligence, financing, closing, and transition planning. Each transaction is different, and issues that appear along the way often require coordination among multiple parties and professional advisors.

Cooperhawk provides hands-on guidance throughout the process, helping business owners understand their options, evaluate decisions, and coordinate the many moving parts involved in a potential sale.