When you embark upon a merger, what is the first and last things the seller should be thinking about? In this episode, we cover selling your firm and what it takes to get a deal done.

Our advice to sellers covered in this episode: 

• You need to fully understand what you are getting into when selling, it's a hard, unnatural act.
• Going to market
• Do you know what you want to do next? What happens after the deal is done?
• Make sure to have clarity
• Bumps in the road - are you ready?
• Valuation expectations
• Accounting challenges
• ARE YOU READY? What is your mindset?

The effort that goes into a process to sell your business is substantial and will come with a cost of distraction, advisors and professional fees. Backing out over minor adjustments in valuation, timing or structure will not render an ROI for your efforts. 

Ways to keep deals on track covered in this episode:

• Set good expectations
• Be truly transparent in your disclosures
• Commit to the combined entity and vision of the future
• Be fair in your assessment of chargebacks (boats in Miami are not legitimate business expenses)
• Be prepared to absorb some personal liability
• Structure the deal in such a way that it is always a win/win.
• Reps and warranties can protect both parties, so be prepared to accept holdbacks on payments or equity to allow additional time post-close to resolve allocation issues.
• Set good expectations with yourself

How an advisor can help:

• We help clients see the whole picture, including the likely pushback, carve outs and challenges we see during a process.
• Advisor can be the “bad guy”
• Being prepared ahead of a process makes all the difference.
• Financial reporting (audited)
• Tax filings
• Debt / balance sheet
• Keep the cap table clean (clean up old sins prior to the process)
• IP documentation
• Limited litigation pending
• Advisor can handle the majority of the tactical negotiations which helps keep the emotions out of the process.
• Eliminating the “Why” from the buyer's intent, or a term or condition that shows up last minute is key to avoid wondering what life will be like post close.

Listen to Shoot the Moon on Apple Podcasts or Spotify.

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