Our 10 Step Process

NEDROW BUSINESS ADVISORS (NBA) 10 STEP PROCESS FOR ENSURING A SUCCESSFUL TRANSACTION

The Process: From the initial contact with Nedrow Business Advisors (NBA) through the closing of the transaction we have a clear, easy process that we follow. Below is the process we use:

STEP ONE

Discovery Meeting

At the discovery meeting we will lay the foundation for the journey of selling your company. In this initial meeting you will discover what approach we take, what the process looks like, what you can expect from us, you’ll learn about our core values and about the heartbeat of NEDROW BUSINESS ADVISORS (NBA). Next; and most importantly, we want to learn what your goals are. Our motto is ‘YOUR GOALS ARE OUR GOALS.’ We want to hear about the company from your viewpoint. What does your company do, how is it structured, tell us about your employees, the marketplace your company is in, when was the company established, what are the strengths, the unique qualities of the company. These are some of the things we will cover at the discovery meeting and then we want to hear what you want to achieve. Simply put…’YOUR GOALS BECOME OUR GOALS.’

STEP TWO

Business Valuation

We will look at the company financials, where the company is positioned in the market, the future outlook and then we will discuss what we believe the value is for your company.

We can do this in the Discovery Meeting or in our second meeting, depending on your comfort level.

It’s crucial that we get the valuation of the company correct so we can price the business in what we refer to as the ‘strike zone’. We want ‘MAXIMUM VALUE’ for your company, and together we will decide on that number.

STEP THREE

Listing Agreement

An area where we are different from most other Advisory firms is that we are HONORED to help you sell your company. Many firms will make you feel like they are doing you a ‘favor’ by helping you, but that’s not the case at Nedrow Business Advisors (NBA). We understand just how important this decision is. Most of you have birthed, built, and nurtured your business and it’s like a family member to you. It’s a life changing event so if you decide on our firm to sell your company we will both enter into a simple, 1 1/2 page document called a ‘listing agreement.’ The ‘listing agreement’ will cover the agreed upon asking price for your company, our fee to be paid when we sell your company and any special terms that need to be disclosed to potential buyers. It’s a very simple, straightforward document. At Nedrow Business Advisors we believe in transparency between us and our clients with confidentiality and integrity as the bedrock throughout the transaction. The listing agreement is crucial because until that is signed we are ‘handcuffed’ so to speak in regards to selling your company.

STEP FOUR

Company Profile

Once the listing agreement is signed the journey begins.

You will receive an introductory email with a questionnaire asking for information about your company. This questionnaire needs to be thoughtfully filled out because it will serve as an essential part of helping us build your ‘package’ for potential buyers.

You will also receive a list of documents that you will need to begin to assemble. These docs are used for the package as well as for the ‘due diligence’ period later after we’ve selected the right buyer for your company. This is the period when we will reach out to potential buyers we already have in our portfolio as well marketing your company in various other ways and formats.

STEP FIVE

Vetting Potential Buyers

When your ‘Business Profile’ is done, we will begin the vetting process with potential buyers. We will make sure a potential buyer has the financial wherewithal to close the transaction and whether they are the right ‘fit’ for what you desire in the next owner of your company. The vetting process is important because we’re not just looking for the ‘highest bidder’. We want to achieve ‘MAXIMUM VALUE’ for your company but also find the RIGHT owner for your employees, customers and someone who will continue the legacy of what you’ve built.

STEP SIX

Buyer / Seller Meetings

After we’ve vetted potential buyers we will begin to set buyer/seller meetings. Usually within four or five of these meetings you will have a feel for who could possibly be the next owner of your business. These meetings are where a certain kinship between buyer and seller happens. These meetings can be very emotional. This is where you will tell the story of how your company started, your vision, and what you’re looking for in the next owner of your business.

These meetings are also where you get to know a potential buyer. Usually within a few minutes during these meetings you will have a feeling (good or bad) about whether or not the people in the room would be a good fit for your company. At the conclusion of each buyer/seller meeting we will stay and review the meeting and give you our counsel on how the meeting went.

STEP SEVEN

Field Offers

Our goal is to bring more than one offer to the table for you to choose from. While this doesn’t always happen, the majority of the time we feel confident that we will have more than one offer. Offers will come in the form of an LOI (Letter of Intent) stating the potential buyer’s intent to acquire your company with an offer price and some basic terms of the transaction. We will bring all offers for review and advise you on what we think you should consider. We will let interested parties know that we are fielding more than one offer and ask them to put their best foot forward on their offer. This competition will help in getting MAXIMUM VALUE for your business. When the decision is made on which one or two offers are under serious consideration, we will enter into the next step of the process.

STEP EIGHT

Negotiate Terms

STEP NINE

Due Diligence

When a decision has been made who you want to proceed with, you and the buyer will both sign the LOI. At this point the buyer will put some form of Escrow Money into an account, the business will be taken off the market and we will enter into ‘Due Diligence’. The DD period is usually 30-60 days. During this period the buyer will need to have access to things such as; inventory lists, employee lists, equipment lists, tax returns, P&L’s, AR, AP, and other pertinent information on your company. Many of these documents we will have been collecting from the time we signed your listing agreement so as not to bombard you all at once with everything needed. The more docs we get early on, the shorter the DD period can be. It’s also during this DD period when Bank Financing will begin to be secured, and Attorneys for both parties will begin to get involved. At the end of the DD period, the buyer has to make a final decision to either move forward or not, and after this date if the buyer changes their mind, a portion of the Escrow Fund will be forfeited to you, the seller, as compensation for taking the company off the market.

STEP TEN

Close The Transaction

The ‘close’ of the transaction is the end goal of your journey to sell your company. Usually the time frame between the end of the DD period and the close is 45-60 days. This is the period when bank financing (if needed) is secured, appraisals are done, attorneys work to put together the APA (Asset Purchase Agreement), final docs are being prepared, a title company is chosen for any real estate involved, and we are headed to the finish line. At this point a tentative ‘closing date’ and location will be decided upon. The Asset Purchase Agreement will be signed by both parties a few days before the close.

At the close both buyer and seller, their Attorneys (if needed), the Bank that is securing the financing (if needed) and we, as your Intermediary will be present. This is when you will be paid by bank wire or cashiers check for your company. This (and not until now) is when we will receive our fee. Remember: ‘WE ARE A NO FEE UPFRONT FIRM. WE GET PAID WHEN YOU GET PAID.’ This is one more difference between Nedrow Business Advisors and most other Firms.

A Few Helpful Notes . . .

If bank financing IS needed, the buyer may have their own bank; but we have banks in our network that specialize in SBA Loans as well as Conventional Financing. We believe competition is a good thing so we recommend having more than one bank vying for the financing of the transaction.

Attorneys can help or hinder getting your deal to the close. While it’s totally up to you which Attorney you choose; we have an M&A Law Firm that we have worked with for years. Our Attorneys are focused on getting the deal done and to the finish line. What you DON’T want is for Attorneys to bog the process down over wordage and add up ‘billing hours’ for their firm.

Our Attorneys know what their fee will be whether they spend 20 or 200 hours so they are motivated to protect you, the client, while at the same time expedite the process. Again…your choice of Attorney is TOTALLY your choice, but we are here to help any way possible.

While these steps can seem overwhelming, we are here to help and walk you through the entire process. At Nedrow Business Advisors we care about every client. Many firms want to list as many companies as possible. That’s simply NOT our business platform. We want to get every client to the close of the transaction. Again; ‘YOUR GOALS ARE OUR GOALS.’