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The 10 - Step Selling Process

Within 12 hours, a Partner in our firm will get back to you, ask you a few follow-up questions, and give you an initial valuation range as a guide. Then, we, the Earned Exits team, will request the financial statements needed to complete a more comprehensive valuation. We will send you an easy electronic MNDA first to ensure your confidentiality.

We’ve developed a tailored 10-step selling process that is designed to optimize the value of your business and ensure a smooth transition to the new owner.

Step 1

Valuation

Given our thousands of interactions with buyers (everyone from individuals to Family Offices to Banks), we know that they will request come core information (if available): last three years of tax returns, last three years (and last twelve months by month) of Profit & Loss/Income Statements and an up-to-date Balance Sheet (as current as you’ve got it). If your financials need some time to catch up, our CFO-level team members dedicated to you are helpful guides. A valuation goes well beyond the financials and Earned Exits knows how to approach the market to achieve a higher valuation.

Step 2

Agency Agreement

During the initial strategy session, we will discuss the Valuation and our recommended approach to the market to sell your business. If you believe we have earned your business and we all agree to move forward together, we will send you the Agency Agreement for review. The Agency Agreement covers our responsibilities acting solely on your behalf (your Agent) and a target selling price. Upon a successful sale of your business, we will be paid a percent commission of the sales price, which ensures we are aligned from the start. You earned it to this point and now we earn it together.

Step 3

Kick-Off Call and Buyer
Ready Financials

  1. Once the Agency Agreement is signed, we launch the 1-2-hour Kick-Off Call. A unique approach we have learned at Earned Exits is to dedicate a three person “Trifecta Team” to each client and support that team with over 25 global professionals in marketing and finance. Your Trifecta Team will have experience in your industry and consist of one executive-level Partner, one CFO and one Senior Marketing Director. On the Kickoff call, your dedicated team will use our “Buyer Lens” and ask questions to find the selling highlights and the deal points of risk to mitigate that satisfy Buyers. the results are a higher probability to close, faster sales process, more buyers, and a higher sales price. This kick-off call allows us to get the whole story of the business in your words (which is really important when we’re talking to Buyers)
  2. On the Kick-off Call, your Trifecta Team CFO will coordinate with you and your accounting resource to gather your financials to get them Buyer Ready. Then, the CFO will lay out the financials exactly how Buyers and Banks want to see them. Also, the Earned Exits CFO dedicated to you will do the Midas Touch process of Add-Backs to increase your adjusted net profit (Sellers Discretionary Earnings). That process typically adds hundreds of thousands, if not several million, to the sales price. After $2 billion in transactions over 30+ years, we know exactly how Buyers think. We’ve been private equity buyers ourselves.

Step 4

Marketing Materials and Pricing

Your dedicated Earned Exits Trifecta Team Marketing Director will use our collective experience and advanced technology to prepare a state-of-the-art, compelling one-page teaser and a comprehensive prospectus that we will use to market the company. The prospectus and other company information is stored in a secured access online data vault accessed only with a non-disclosure agreement that tracks every interaction with interested buyers. The final marketing step is to set the go-to-market pricing of the business and gear up!

117 Days to Find the Most Meaningful Buyer

Step 5

In the Market for Sale

Target Buyers: There are different buyer types ranging from strategic buyers, private equity funds, independent sponsors, search funds, and individuals of varying backgrounds. Depending on the right target buyer, our different marketing approaches are:

  1. Our VIB (Very Important Buyer) database. Many of our deals are sold from our existing database of buyers built over 30 years. Powerful stuff.
  2. We have several marketing channels we access with the most sophisticated technology in the business brokerage industry. There are 20,000+ qualified buyers and we can easily access over 500,000+ buyers looking to acquire businesses like yours.
  3. Strategic buyers. If the right target buyer may be in the industry, which can be a direct competitor, a company that could expand to your product/service line, a vendor or even a customer. This approach is different from other approaches and will be outbound calls to talk to them directly.

Step 6

Accept the Offer that is Most Meaningful to You

All interested buyers submit a Letter of Intent (LOI) to purchase the business. The Earned Exits team will create a process and “deal tension” to coordinate the offers to be submitted in a similar timeframe and parameters. The highly unique Earned Exits approach is to work with you on what is most meaningful, not just “maximum value.” We look at important factors in addition to the sales price, such as the buyer fit with you and the company culture, your reputation and legacy, how they will lead and take care of your loyal employees, and deal points (such as cash at closing, timeline to close, and probability to close).

Step 7

Due Diligence and Financing

The buyer LOI you select will be given an exclusive period to review the details of the business. Due diligence can feel invasive, but that is not the purpose. The simple purpose is to verify that the business is as claimed. The constructive purpose is that the buyer builds a business plan to grow the company immediately upon deal closing. Remember the constructive purpose when classic “deal fatigue” settles in during due diligence.

Financing during the due diligence process is the parallel due diligence that the buyer’s source of capital may need to do. For example, if a buyer has bank financing through a Small Business Administration (SBA) loan, the bank lender will need to see the same due diligence information that the Buyer will. The Earned Exits team is skilled at assisting Lenders for the Buyer to get the information they need in a format they want. This streamlines the whole process and increases the probability of closing.

Step 8

Contracts

Time for the lawyers to do their thing and we strongly suggest attorneys with a “deal-maker” mindset. The Buyer is responsible for providing the contract(s) to complete the sale. The main document is a “purchase agreement”. You and your attorney will review the draft. Earned Exits can refer you to great value transaction specialist attorneys.

Step 9

Closing

The closing is coordinated among the Earned Exits team, Buyer, you, and the attorneys. The attorneys typically have every “t” crossed and “i” dotted and say “Go” on funds to be transferred. An escrow account may be used to hold funds until all conditions are met, as well. The other component of closing is the transfer of ownership with the underlying assets, contracts, leases, etc. to the Buyer.

Step 10

Training, Transition, and What’s Next

First, we hope you have celebrated the closing. We can always help you celebrate! After the closing, there is a transition period when you may help the new buyer take over the business operations, meet employees, and communicate to key stakeholders like vendors and customers. The terms of this transition are negotiated at the LOI stage, so you will already know your role, compensation, and any time commitments for the transition.

SELL YOUR BUSINESS FOR THE
MOST MEANINGFUL VALUE

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  • *Note: Earned Exits’ process will add great value to your valuation, including with one key step called “Add-Backs”. It is most common for business owners to include personal expenses on their Income Statement. Vehicles, board meetings, and family on the payroll are fair and legal ways for tax deductions and/or are personal benefits for you that are truly additions to your company profitability. Our Add-back process uses your net profit and adds back those personal expenses running through the business to increase your profitability. This is called Sellers Discretionary Earnings (SDE).