Chapter 1 It’s time to head for the hills.
The different reasons for selling up - Personal objectives - Why an exit strategy is needed - When to start planning your exit - Dealing with confidentiality.
Chapter 2 Find the right trail.
The alternative ways of selling a business - Public share offering - The London Stock Exchange – Amex - Ofex - Trade sale - Management buy out - Management buy in - Hybrid buy in – Acquisition - Voluntary liquidation - Compulsory liquidation.
Chapter 3 Head them off at the pass.
How to prepare the business before you begin to market it - Cosmetic improvements that will make a good first impression - Operational improvements that will excite the buyer - Structural improvements that will add a wow factor - Legal improvements that will stop your buyer walking away from the deal - The fiddle problem.
Chapter 4 Hired guns.
Why you need professional advisors - Where to find the good ones - The selection process to get the right ones for you - Negotiating fees - What your advisors should do for you - Avoiding conflicts of interest.
Chapter 5 How much is it worth?
Why you need a valuation of the business - The different methods used - Valuing minority shareholdings - The conditions needed for an open market - Defining a fair price - Net asset value - Comparison with a similar company - Using return on investment to calculate value - The value of goodwill.
Chapter 6 Howdy stranger.
How to begin to market your company - The advantages and drawbacks of advertising - Creating a buyer shortlist - Who to include and avoid - Why you need to keep control - Creating initial sales particulars that will attract the right buyer - Making the approach - Why you need confidentiality agreements and how they work - What to include in a stunning business profile - Dealing with unusual visitors.
Chapter 7 Let’s deal.
Negotiating the deal – How to prepare for the negotiation – Establishing your objectives – Building in flexibility – The right place to conduct the negotiations – How to conduct the negotiation – Why you use the ‘we’ word – Listing the issues – Making the agenda work for you – Refining issues to your advantage – When to use your fall back positions – Communicating with your team during the negotiations – How to deal with nasty surprises – Adding value to the deal with concessions – How to avoid overplaying your position –Heads of Agreement and what they do.
Chapter 8 Here comes the posse.
Due diligence – where the term comes from – What it means – Why the buyer conducts due diligence – The right way to answer questions – How to use your lawyer – Keeping copies – The benefits of full disclosure - The questions that will get asked – What the auditors are looking for – How to avoid a clash of culture – The fairness of due diligence.
Chapter 9 Back at the ranch.
Keeping the business going – The buyer is watching – How to keep your staff motivated – Ways to reduce the effects of stress – Preparing a cover story – Why you should make no structural changes – Avoiding short term gains – Your role as a caretaker.
Chapter 10 It’s a contract Jim, but not as we know it.
Purchase / Share Sale Agreements – What they are – How they protect the buyer – The structure of a Share Sale Agreement – What it includes – Definitions – Consideration – Completion – Completion accounts – Escrow accounts – Warranties and representations – Tax covenants – Restrictive covenants – Understanding the jargon – Negotiating through the lawyers – Using other lines of communication.
Chapter 11 We meet at dusk.
The completion meeting – What it is for – Who attends – Where it takes place – Timing – A stressful climax – Getting your paperwork ready – What happens during the completion meeting – How to make it a formality – What happens to the money.
Chapter 12 Riding into the sunset.
Dealing with announcements – Telling the staff – Handing over control – Consultancy agreements – Stocktaking – Completion accounts – Honouring your obligations – What next.