I am selling my business and one buyer has asked me to agree to a "No Shop" clause

A "No Shop" clause is part of a letter of intent in which a qualified buyer says he will pay "x, y and z" for your business, the deal will be completed by a stated date and AND the buyer wants the seller to take his business off the market and refrain from discussions with other potential buyers. Hence the term "No Shop".

It is a reasonable request from a buyer who has met past deadlines and commitments. It is not a reasonable request from a buyer who has shown signs of being unfocused, or is inexperienced, or needs multiple levels of approvals and financing to close the deal.

We recommend "no shop" periods be as short as possible. If a deal moves forward to closing at a reasonable place, the buyer and seller can agree to extend the no shop period.

No Extra Charge For The Warts

Business owners tend to fret about small imperfections that will be identified when their business is put up for sale. I call these small and fixable items "warts". And every business has warts. A smart and experienced business buyer also knows every business has warts. That buyer will try to use the warts to negotiate a small price concession.

I encourage my clients "Don't sweat the small stuff (or warts)" and if a potential buyer sweats the small stuff, then there was really no deal to be had anyway cause that buyer is just kicking tires. If you have questions as to what constitutes a wart in your business, give us a call. We are wart experts.

Three Key Questions

Since a big part of an entrepreneur's success is intuitive, we like to give a "Pop Quiz" by asking three simple questions regarding their outlook on business in the next year or two:

Do you think your prices will go up or down or stay the same?
Do you think your expenses will go up or down or stay the same?
Do you think your sales volume (widgets, etc) will go up or down or stay the same?

The answers to these questions can tell us a lot about the client and his business.

Business Of The Week

Do you like to swim, snorkel or sail? Don't you wish you could do that 12 months of the year? Well if you are a licensed physical therapist, we have a great business acquistion opportunity for you. Treat patients in your own business and enjoy your water sports every day of the year. This is a well-established and very profitable practice on a Caribbean island. Contact us for details!

Our Average Client Is 49 Years Old

We keep track of many statistics. One statistic which we track is the age of our clients when they first ask us to help them to sell their business.

To get the best deal and sale price, a business owner should be prepared to work for several years for the buyer (there are exceptions to this rule so don't panic). By doing so, the buyer gets a comfort level that the seller is not just taking his money and retiring. In addition, the buyer generally views this as a positive commitment by the seller. In some cases, it can influence the buyer to pay a higher price for the business and/or include an incentive plan that entices the seller to continue to work hard and grow the business.

That is why 49 is somewhat of a golden age. It gives us sufficient time to find the best deal for our client and the client is young enough to work for a few more years but still be on his own and retired by age 55.

It's hard to beat that so don't wait too long to plan your sale or it will cost you some money and several years or so of your work-free retirement.

Tell Me About Your Business

Without looking it up, can you correctly answer the following questions about your business:

1. What were annual revenues for the last three years?


2. How many customers were responsible for or made up 60% of your annual sales?


3. Name your top ten customers?


4. Can you categorize your revenue into major categories such as contract, recurring, Medicare, walk-in, word-of mouth, workers compensation? Do any categories contain a material risk for loss of either the associated revenue or for price cuts?


5. What is normalized EBITDA?


6. What was your average normalized EBITDA (or owner’s discretionary income) in the last three years?


7. How much of your annual revenue is directly attributable to you and your personal / business relationships?


8. Are any employees directly responsible for generating revenue? If so, would you agree they are key employees?


9. Do you have non-competition agreements with key (revenue generating) employees?


10. What is the date of your last business valuation? Do you think your business' fair market value has changed materially since then?


11. If a buyer was considering a purchase of your business, the buyer would perform a due diligence. What do you think they will find ? And will their findings be both good and bad?


12. Can you continue to grow your business? Do you want to? If so, how much will you have to spend to grow it?


13. How old are you? What is your outlook on the future prospects of your business and industry?

E = MC squared

One of our most trusted advisors suggested we kick off this "blogging" thing by showing you all how smart we are. In summary, we are sorta familiar with this complex mathematical formula and are pretty sure it is correct and accurate. Any questions?

Hat tip to that advisor whose name we can't disclose until we can convince her to sign a confidentiality agreement.

Welcome To Our Blog

This blog was established to help us communicate with future clients. We will post topics and anyone can comment on our post OR ASK US A QUESTION. We will answer the question in a future post. Visitors should appreciate the anonymity of the blog.

So Ask Away!