Whenever I engage with a business owner to sell their “baby”, one of the first questions I get is, “How do I keep the sale quiet?” Confidentiality is so important in the Mergers and Acquisition process; you don’t want your employees, customers, or vendors to learn you are selling. If word gets out, you may see an exodus of key employees and business associates/partners.
Here are a few things to lessen the chance your sale becomes common knowledge:
- Tell very few people
I know this seems like common sense, yet you’d be amazed at how many selling business owners tell too many people. Keep it to your spouse/partner, CPA, financial planner, attorney, and business broker; tell no one else. Not your close friends, kids, or other family members. Remember the old saying “Loose lips sink ships” and beware of unguarded talk. You may decide to pull in a key employee to help you during due diligence, but if you do, be sure to have them sign a Non-Disclosure Agreement (NDA).
- Use a non-company email address
Once you decide to sell your business, go under cover. Make sure you communicate with a non-company email address. Try to have transition calls outside of your office if possible. Limit the buyer meetings at your business; each interested buyer should only need one meeting onsite after hours.
- Prepare a Non-Disclosure Agreement (NDA)
Before you share any information about your business to a potential buyer you need to have them sign an NDA. This document is provided by your business broker and can be used in court. This is an essential piece to the process and should not be skipped.
- Strategically prepare marketing materials
Your broker will prepare a Blind Profile (BP) which is used to whet the appetite of your potential buyers. The BP will provide general information about your business without letting the reader know it is you. Your name, address and any unique characteristics are excluded. A Confidential Information Memorandum (CIM) is sent once the interested party signs the NDA (the CIM is the book about your business that provides extensive detail). The footer of each CIM page should include a reminder that access to the CIM is governed by the terms of the NDA and that there will be legal consequences to any breach of that agreement.
- Vet Buyers/release sensitive information in phases
Your broker will vet interested buyers by having them disclose as much information as possible. Asking for a Personal Financial Statement (PFS) or company financial statements is appropriate to determine if they are financially capable of acquiring your business. You want to weed out the tire kickers or competitors that want to learn more about your business. Once you’ve signed a Letter of Intent (LOI) with a buyer, share sensitive information in phases, providing the most sensitive right before closing.
If an employee walks into your office and says they heard you are selling your business, the best response is, “We are always looking to improve, and we have been talking to potential partners that will help take our company to the next level.”
Once you begin the selling process there is always a chance someone, that shouldn’t, may find out you are for sale. By taking the above measures you will minimize your exposure to unwanted publicity.
This article was written by Sam Thompson. Sam is the president and owner of Transitions In Business, a Minnesota based M&A firm that specializes in selling healthcare, business to business, transportation, manufacturing, distribution and construction/trade services companies. Sam is a Merger and Acquisition Master Intermediary (M&AMI) and a Certified Business Intermediary who has successfully guided countless business owners through the sale or merger of their company. Prior to becoming an intermediary, Sam was a successful CEO and business owner for 29 years before selling his $16 million business.