Getting the Best Deal when Selling Your Business

October 7, 2021

 

You want to get the best deal available when selling your business – but what that looks like will differ depending on how much preparation you have done for the sale, and your individual goals and priorities.

We get the best results for our clients by using a seamless, joined-up approach to the sale of your business.

  1. Get professional advice early on – especially from your accountant.

    By working with your accountant at least 12—18 months prior to your planned exit from the business, you will be able maximise your profitability on your balance sheet and maximise the sale price.  In addition, your accountant will be best-placed to advise you on the most tax-efficient structure for the sale, for instance whether it should be an asset or share sale.

  2. Put your house in order.

    A huge part of any business sale is the due diligence process.  By considering this early on, and getting your documents organised and ready for disclosure to a potential buyer, you will hopefully shorten the time the transaction takes to complete.  Of course, the specific questions raised by prospective buyers will vary and it’s impossible to get everything prepared in advance.  However, there are some areas that all buyers will ask about, such as accounts and financial information, key contracts, intellectual property rights, property information and staffing requirements, so some preparatory work will be possible.

  3. Structure the purchase price to maximise the value of the business.

    Think more widely than just the payment that you expect to receive on completion.  Many transactions include provision for an earn-out, which can be a great tool to be compensated for the profitability of the business you’ve sold, especially if you’re struggling to agree the value of the business with your buyer.  The potential downside is that, if the business drops in profitability, you might end up receiving less.

  4. Consider agreeing other ongoing sources of income.

    In addition to a potential earn-out provision, think about your assets as a whole and how you can maximise their value and make them work for you.  This might include providing consultancy services to the new owners or retaining property and leasing it back to the business.

  5. Prepare proper heads of terms.

    We always recommend you have heads of terms in place with your prospective buyer, setting out the key aspects of the deal at the outset.  Whilst most provisions in heads of terms are non-binding, they are a useful way to set out key points of the agreement and hopefully minimise opportunity for disputes arising later down the line in relation to key aspects of the deal.

If you are thinking of selling your business, we would be delighted to provide you with support and guidance on how to prepare your business for sale.  We can offer a range of support from early-stage due diligence to the completion of the sale.  We also use technology wherever we can to simplify the process for you, for example setting up a bespoke, secure data room where you can upload and organise your due diligence information to make it clear and easy for your prospective buyer to access.

If you would like to discuss how we can help you, please contact Stephen Thompson, head of our corporate and commercial teams, on 02920 829 136 or sthompson@darwingray.com.

 


Stephen Thompson

 


Siobhan Williams

 

 

Contact Our Team
Catherine Burke
Partner
View Profile
Damian Phillips
Partner
View Profile
Fflur Jones
Managing Partner
View Profile
Gareth Wedge
Partner
View Profile
Mark Rostron
Partner
View Profile
Nick O’Sullivan
Partner
View Profile
Owen John
Partner
View Profile
Rhodri Lewis
Partner
View Profile
Stephen Thompson
Partner
View Profile

I have worked with Darwin Gray for a number of years and the level of service, professionalism and timely response is second to none. I would highly recommend Darwin Gray to any business.”

Becs Beslee
Dice FM Ltd

Darwin Gray have provided us with a first-class service for many years now. They really take the time to understand our business and develop relationships which results in advice and support that is contextualised and effective.”

Rebecca Cooper
ACT Training

We have worked with Darwin Gray for several years and have always found their services and advice to be first class.”

Karen Gale
Stepping Stones Group

An extremely professional and sincere firm who make time for your queries and understand the need to break down certain facts and information to ensure everything is understood perfectly. I would highly recommend the firm to anyone looking for any type of legal advice”

Gwawr Booth
Portal Training Ltd

PSS has worked with Darwin Gray for many years. We have always received an excellent service. Prompt and professional advice and support.”

Ledia Shabani
Property Support Services UK Ltd

Darwin Gray have acted for myself and my company over a number of years and at all times we have been treated with a professional manner yet maintain a common-sense approach at all levels. We couldn’t recommend them more highly.”

Simon Baston
Loft Co

We have been clients of Darwin Gray for many years; they’ve always dealt with all of our legal matters with such professionalism. They work around us, even during awkward hours, and we feel confident we can always rely on them.”

Louise Williams
ACT Training

Darwin Gray has been acting for Siltbuster for more than ten years. We would have no hesitation in recommending Darwin Gray to other organisations small or large.”

Richard D Coulton
Siltbuster Ltd