You know your business; we don’t. We know how to sell your business. Like others considering the sale of their business, you have concerns. These include:
- that the confidentiality of your business will be protected
- that you will walk away with the most money
- that you will always know the status of the sale
- that your business will be presented to qualified buyer prospects
- that you have chosen an expert to manage the entire process
You need true experts in the process, not rookies hoping to cash in at your expense. Our knowledge of the marijuana industry is thoroughgoing. We know firsthand how it feels to startup, own, operate and sell businesses. We provide top advisory services and are fully-versed in all aspects of transferring business ownership.
Step One: Valuation
We have valued hundreds of businesses. Having purchased businesses ourselves, we know how buyers value businesses as well as how accountants and bank personnel value them. There are so many scams being run pertaining to business valuations that we recommend no one ever pay for a valuation. Does your real estate agent charge you to tell you what your home is worth? Feel free to challenge our valuation and have your accountant do the same. We don’t just perform a valuation, we estimate your expenses, taxes, and debt payoff to give you an after-tax estimate of your proceeds on a sale. We don’t want you moving forward without knowing what net proceeds to expect.
Step Two: Contract
A contractual listing agreement is typically used by business brokers when selling a business. In many situations we work on a verbal agreement to prevent the seller from having a formal commitment. We have never had a verbal agreement cancelled and take this approach to keep sellers comfortable. We serve as advisors, not brokers focused on protecting a commission.
Step Three: Buyer Search
We always have a backlog of buyers. However, we develop a campaign to market your marijuana business to potential buyers. We develop a Confidential Memorandum (CM) for each business that provides buyers information about the operation, facility, marketing, financial status and future opportunities of the business. The CM is only received by a buyer after they execute a comprehensive Confidentiality and Non-Disclosure Agreement (NDA). Our aggressive marketing program ensures you maintain confidentiality and we provide maximum exposure for your business.
Step Four: The Buyer-Seller Meeting
We schedule buyer and seller meetings at your convenience, during or after business hours, on-site or off-site. A prospective buyer will have already reviewed the CM and financials and likely had several discussions with us. It is normal for sellers to require that all such meetings be held during evening hours so as to not alert employees. However, this meeting is not the time to discuss the price and terms of the sale. John and Read will have those conversations directly with the buyer following the initial meeting.
Step Five: Offers
Offers include many items in addition to price. Payment terms, transition, allocation of price (affects seller’s taxes) and many more items are part of the negotiation. By having us handle all negotiations you are avoiding getting trapped in an area unfamiliar to you. Before we present an offer to you we translate the offer into what you actually receive: your aftertax proceeds. That way you have the information to make an informed decision.
Step Six: Due Diligence
Once a Letter of Intent has been entered into between the buyer and seller outlining the price and terms of the sale, the due diligence process begins. We serve as the coach and quarterback for the due diligence process, coordinating all activities. This is the time when the buyer requests from the seller any documents and materials needed to verify that all representations made by the seller are accurate. Depending on the size of the business, a buyer will typically complete this process in two to six weeks.
Step Seven: Contractual Negotiations
This is typically the least understood step for sellers. Regardless of the size of the business, there are a lot of documents. In a sale, there is a purchase agreement, non-compete agreement, assignment and assumption agreements, resolutions, and many other ancillary documents. We are very active in this process. We view the most important document to be the purchase agreement and disclosure schedules and we typical lead the draft of the schedules, which can be the most significant (and most critical) set of documents in a sale. The disclosure schedules, developed properly, help protect the seller’s interests after the sale.
Step Eight: Closing
The closing is normally a short, simple event. It is similar to a closing on real estate when documents are signed and ownership is transferred. From a seller’s perspective, it is when he or she gets paid and typically becomes a consultant, transferring knowledge of the business and industry to the buyer. When the prior steps are performed properly, all parties are pleased during the closing as everyone has accomplished their primary objective.