What Goes With a Sale After a Business Purchase?
Selling a business isn’t just about sealing a deal; it’s about navigating a complex web of negotiations, valuations, and paperwork.
It’s about understanding the TRUE worth of your enterprise or making a strategic investment that propels you toward success. It’s about ensuring a seamless transition for employees, customers, and stakeholders.
In this review, we discuss what is included in a business sale, such as your real estate, trucks, equipment, intangible assets, and more.
What is Included in a Business Sale?
Every sale is unique. The value must be determined, the deal structure and owner transition plan agreed to, the buyer groups identified, the marketing materials prepared, the process run to get competitive offers, due diligence completed, legal documents negotiated and deal closed.
You should work with an experienced business broker to determine what you will keep after the sale and what you will transfer to the buyer. These details MUST be included in the purchase agreement, and they are key negotiating points during the sale process.
First, remember what is the buyer purchasing? The cash flow and the assets required to generate that cash flow.
The value of the business is:
Cash flow x multiple of that cash flow
Therefore, the buyer expects everything needed to generate that cash flow to come with the sale.
That means:
- Business name
- Business phone number
- Business website
- Trucks
- Equipment
- Inventory
- Customer list
- Client files
- Computers
- Employees
Keep in mind, your business type plays a role in what is included in your sale. At Brentwood Growth, we work with companies in the home service and facility management industries.
Contact us for more personalized information about what buyers expect to be included in a sale.
Moreover, what is included in a sale depends on whether it is a full or partial sale (discussed below).
REAL ESTATE
The real estate is NOT part of the transaction and is dealt with separately. As a result, it does not impact the sale of the business if you own the building and property or lease it.
Each buyer will have a different plan on where they are going to run the business. It might be that they will lease the existing facility perhaps from you if you own it for a period of time (short or long term).
TRUCKS
It’s essential to compile a detailed inventory of all trucks included in the sale. This inventory should include information such as make, model, year, mileage, maintenance records, and any outstanding loans or liens on the vehicles.
The ownership status of the trucks is a crucial factor. If the business owns the trucks outright, the buyer typically acquires these assets as part of the sale. Alternatively, if the trucks are leased or subject to financing arrangements, the terms of these agreements must be addressed.
EQUIPMENT
One of the first steps in dealing with equipment during a business sale is creating a comprehensive inventory.
This inventory should list all equipment included in the sale, such as:
- Tools
- Furniture
- Machinery
- Computers
- Any other relevant items
It is essential to provide detailed descriptions, serial numbers, and conditions for each piece of equipment. Sellers should maintain records of equipment maintenance and repairs to demonstrate that the assets have been well cared for. Any necessary maintenance or repairs should be addressed before finalizing the sale.
INVENTORY
Inventory typically refers to the tangible goods and supplies that the business has on hand at the time of the sale. Inventory for a home service business may include a variety of items, depending on the specific type of service being offered:
- Supplies and materials
- Tools and equipment
- Spare parts
INTANGIBLE ASSETS
Intangible assets often play a significant role in determining a company’s overall value and competitive advantage.
Non-physical assets that contribute to a business’s value can include:
- Name
- Website
- Digital Presence
- Phone Number
- Customer Lists: Information about existing customers and relationships
- Contracts and Agreements: Non-compete agreements, licensing agreements, and other contractual arrangements.
- Goodwill: The value associated with the business’s reputation, customer loyalty, and market position.
Buyers will want assurance that the seller has clear legal ownership of the intangible assets being transferred. This involves verifying the existence of valid patents, trademarks, and copyrights, and ensuring that contracts and agreements are legally binding and transferrable.
EMPLOYEES
Your clients and your employees are the lifeblood of the business.
Whoever buys the business will want the employees to be comfortable with the transition and motivated to work with the new owner.
Employees:
- Maintain and grow the value of the business for the new owner.
- They can assist in the due diligence process.
- They can ensure a smooth transition
- They can build momentum for future growth
EMPLOYEE SALARIES
Of course, your employees’ salaries and benefits are transferred to the buyer. You will need to determine how important it is to find a buyer who keeps ALL of your employees on board at their current salaries.
Contingence in regard to protecting your employees can be included in the confidential information memorandum (CIM).
LOANS AND OTHER DEBTS
The buyer will purchase the business on a debt-free basis and not assume any of the outstanding liabilities. That means that all outstanding debt will be paid off either prior to closing or out of the transaction proceeds.
This can significantly impact the transaction’s terms, and understanding how to handle them is essential for both buyers and sellers.
Before proceeding with a business sale, it is essential to compile a comprehensive inventory of all outstanding loans and debts associated with the business.
These may include:
- Unpaid taxes
- Lines of credit
- Business loans
- Lease agreements
- Outstanding balances to suppliers
- SBA Loans
- EIDL Loans
Buyers will typically conduct due diligence to verify the accuracy of the debt information provided by the seller. This may include reviewing loan agreements, financial statements, and communication with creditors or lenders.
A qualified business broker from Brentwood Growth can help you navigate loans and other debts throughout the marketing and closing stages of your business sale.
Full or Partial Sale:
How Does is it Impact What The Sale Includes?
One of the crucial decisions you’ll need to make when selling your business is whether you’re opting for a full sale or a partial sale. This decision significantly impacts what the sale includes and how it’s structured.
FULL SALE
In a full sale, you are selling the entire business, including all its assets, liabilities, and operations, to a new owner or entity. This type of sale typically includes the transfer of ownership, all tangible assets (such as real estate, equipment, and inventory), intellectual property, customer lists, contracts, and employee agreements.
Full sales are common when a business owner wants to completely exit the industry, retire, or pursue other ventures.
PARTIAL SALE
A partial sale, on the other hand, involves selling only a portion of the business or specific assets while retaining ownership of other aspects. In a partial sale, you have more flexibility in determining what is included and what remains under your control.
Partial sales can be strategic for businesses looking to improve operations, focus on core strengths, or raise capital without completely exiting the industry.
Considering Selling?
Get in Touch with Brentwood Growth
Brentwood Growth helps business owners pull off a partial sale or entirely exit the industry with a complete sale.
Contact us for a free business assessment and answers to all of your exit strategy questions.