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Cash is King |
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Business Sale Financing
Most business sellers want to receive at least some of the sale proceeds in cash. Cash demonstrates commitment from the Buyer and provides assurance to the Seller. The Seller or his business advisor should screen potential buyers, to ensure that they really have enough cash and credit to complete the purchase. Buyers can show the Seller a credit report and statements for checking accounts, savings accounts, stocks, bonds or mutual funds. Although some buyers will pay all cash for a business, many will need financing from the Seller or other sources. Financing can be as important as price in the sale of a small business. Most buyers are constrained by their cash and credit, and use financing to “leverage” purchases of larger and more profitable businesses. Consequently, businesses with better “terms” attract more buyers and fetch higher prices—15% higher on average than businesses offering no terms. A Seller offering reasonable terms gets a higher price, as well as other benefits that are explained below.
The Buyer’s most common source of funds, next to his own cash, is the Seller himself. The Seller’s Note is completely negotiable, and can be tailored to the risk and the needs of the Buyer and the Seller. A typical note has an interest rate 1-2% above the prime rate, fully amortized over a 2-7 year term, and repaid in monthly payments. The note can usually be paid off early without penalty, or assumed by a subsequent buyer with the Seller’s permission. The Seller’s Note is always secured by the business assets, is often personally guaranteed by the Buyer, and is sometimes even secured by the Buyer’s home or other real estate through a deed of trust. The Seller receives additional income from the Buyer, and in the case of default, can pocket the Buyer’s down and other payments to date, take back the business, and sell it again! Many small businesses are purchased with funds from Home Equity Lines of Credit (HELOCs) or other loans secured by real estate. Few banks will fund a business purchase, given the perceived risk, unless secured by the Small Business Association (SBA). The SBA likes to secure purchases of businesses with established franchises, experienced buyers, fully-reported income, and real estate. Businesses that do not report all of their sales and income on their tax returns are probably not going to be eligible for SBA loans.
Good business advisors can often bridge gaps in price, terms and needs between buyers and sellers with other tools. For example, a Buyer could retain the services of the Seller, in return for additional compensation, through an employment or consulting contract. A Buyer who is skeptical about the business’ growth prospects could pay some of the Seller’s proceeds as an “Earnout.” The Earnout gives the Seller a percentage of business revenues for several years into the future, so that the Buyer would pay less if the business faltered, but more if the business prospered. The parties should consult with their accountants and attorneys to fully understand the implications of these deal structures.
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CLIENT TESTIMONIALS “I was happy with my experience with [BestSoCal]. Very professional and willing to help when the time came. Very responsive and hands on, not like my other experiences with agents and brokers. Very appreciated.” Todd Uyesugi, Seller “[BestSoCal] has handled the sale in the most professional and complete manner possible. I am very pleased with the experience.” Matt Ouwerkerk, Buyer “(The landlord) was difficult, but with Alan’s patience it all worked out for the best! Lino did an excellent job with customer service, always polite! Thanks!!” Rich & Trish Lindsay, Sellers “Alan was very helpful. Always returned our phone calls (not everyone does). He made us feel at ease, and found us the perfect business! We were looking for about a year. He made this a great experience. A million thank yous!” Debbie Rosetti-Colacion, Buyer “I am writing this note to express my extreme satisfaction with the way the sale of my restaurant was handled by Elizabeth Rebufat of [BestSoCal]. It was an amazing accomplishment considering the time of year and the type of business it is. Being the middle of November, I didn’t expect it to be listed and sold within 3 weeks, truly a tribute to the diligence of the agent and the great marketing skills of the brokerage. Excellent negotiating skills kept this in escrow, and kept the buyers motivated to purchase this business. It made the whole transaction less stressful for me. I am so glad I listed with Elizabeth, as I have found a new friend, and would absolutely do business with her and her broker again.” Jason Reavis, Seller “You guys made everything very simple, and I never once felt that Elizabeth was biased toward the seller. I like how you did comparisons for us. You went out of your way to find industry information for us. Surprisingly, I bought a business I never would’ve considered because Elizabeth was able to assess our needs.” Omar Toma, Buyer “Absolutely superb! Highest recommendations! Extremely professional!” Marty Johnson, Seller “Elizabeth kept in contact throughout the entire process and always answered any questions I had. She made me feel very comfortable during the whole experience. Great service!” James Taylor, Buyer “Everyone, from Lino to Sylvia to Alan was very helpful and professional!” Jeff Linder, Seller “Good, professional, efficient service.” Jeff Bower, Buyer “I want to thank [BestSoCal] for your professional services provided in selling my business. Special thanks to Randy Neyland and Jaime Gomez. You guys are special. I couldn’t do it without you. Again, I commend your services and thank you very much.” Sal Garcia, Seller “…[BestSoCal] have been helpful and professional. We are satisfied with their performance. We would also like to continue to do business with them in the future. Randy Neyland was nice and great. We are happy and are ready to open. Keep up the good work.” Omar Romero & Enrique Velazquez, Buyers “Excellent Rep. Always returns call very promptly. Never left me waiting. Always seems to keep client’s best interest first. A true pleasure to work with.” Jerry Thibodeau, Seller “Outstanding customer service. Easy, smooth transaction. Clear explanations; good understanding. Excellent marketing presentation.” Joseph Zeeb, Buyer “Incredible service from Alan. This was a tough sell and I’ll be grateful to [BestSoCal] forever!” Tran Tracy, Seller “Customer service from Alan Lippincott went above and beyond the call of duty. Alan was consistently supportive; professionally business focused during a very difficult settlement; and with a cheerful spirit. I highly recommend Alan as a business broker and would definitely use his services again.” Carol Hartman, Buyer “Outstanding organization, great teamwork. This was money well spent, and I frankly couldn’t have asked for anyone better than Elizabeth, and there was nothing I would have changed about the way she handled everything – exceptional!” Stefano Riznyk, Seller “I was satisfied with doing business with Lucky Team Escrow, and would recommend [BestSoCal] to anyone.” Henry Coronado, Seller “We appreciate everything you have done for us. We are really happy about it! Jaime, Alan, and Randy, we appreciate all of you. We appreciate…Carol at Lucky Team Escrow who helped us a lot. Thank you all!” Juan Ambriz & Laura Padilla, Buyers “Our experience working with you has been extremely good. You made the whole transaction completely painless. You guys showed a very high level of professionalism and were very patient when things did not go completely according to plan. You actually helped us bring everything back on track to close the transaction in a timely manner.” Jatinder Singh, Buyer “Elizabeth is a “breath of fresh air,” and it made my job so easy!” Carol Jones, Certified Senior Escrow Officer “[BestSoCal] did an exceptional, professional performance of all duties as commercial real estate representatives. I would highly recommend their service to colleagues without hesitation.” Olva Jang, Seller “This transaction went quite smoothly. Alan stayed on top of the process and made sure everything went as planned.” Raili Classen, Seller “It was a great experience! Thank you Alan for helping us with this. I’m very happy and we are thankful for all your hard work. You ROCK!” Karen Abdul, Buyer “ [BestSoCal], made the whole process of selling my business as easy as possible. I feel confident that all the legal steps have been taken and I can sit back and enjoy retirement. I would recommend this service to my friends.” Mick Ofield, Seller “Thank you for all your efforts! As a point of memorialization, without your help, I would have overpaid the purchase price by approximately $1,000,000!! You have been very professional with much patience! Thank you! ” Steve Berggren, Seller “I was very happy with Alan’s work, and when we met him he was on top calling, informing us in everything. All I can say is that we were happy with his service.” Raul Rizo, Buyer “Excellent service. Prompt response on each and every issue.” Alex Friedland, Seller “I would recommend Joleen to anyone who lists with [BestSoCal].” Alice Billman, Seller “Joleen made it happen! Kind & considerate, helpful! Alan gets things handled! Thanks very much!” Debbie Drew, Buyer “Alan was wonderful to work with, he made the process very easy for us. We would definitely work with your company and Alan again. Thank you for a well handled, smooth experience! Spienello Deli Inc., Seller “The service from Alan was the best!” Santiago Escobar & Jose Vidal Escobar, Buyers “Thank you for everything. I really appreciate your great endeavor to help me.” Tristan Parque, Seller “It took longer than expected, but Elizabeth was very patient and made everything finish smoothly…” Young Choi, Buyer “Alan showed the upmost in professionalism while carrying my sale from marketing to close. I would not only recommend him, but I would use him again.” Xtreme Autosports, LLC, Seller “Alan was very helpful with every step of the purchasing process. He was always available and answered all questions and concerns promptly.” John Solitare, Buyer |
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