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M&A Basics | Handling Buyer Meetings

What occurs once the buyer receives a Confidential Information Memorandum (CIM) for a business?

Here’s the streamlined sequence of steps for screening and meeting with a buyer:

  1. Buyer undergoes a pre-screening and signs a non-disclosure agreement (NDA).
  2. Buyer receives the CIM.
  3. Buyer poses initial questions, answered via phone.
  4. In-person meeting between buyer and seller.
  5. Subsequent phone calls or meetings continue until the buyer either extends an offer or opts not to proceed with the purchase.

When engaging with potential buyers, remember the Golden Rule: Treat others as you would like to be treated. Specifically:

  • Maintain professionalism and respect for their time and requirements during scheduling, conveying your professionalism and cooperation without being overly accommodating.
  • Ensure preparedness by having access to your computer and CIM to swiftly address their inquiries.
  • If conversing with the buyer over the phone or in a conference call, select a quiet setting.
  • Allocate sufficient time to conduct the meeting without interruptions.

Let’s move forward…

Set a Meeting

Prospective buyers typically have a preference for addressing specific queries over the phone before arranging an in-person rendezvous to inspect the business.

The primary objective of this phone conversation is to orchestrate a physical encounter, as the odds of sealing a successful deal soar when face-to-face with a potential buyer.

Initiating a face-to-face meeting provides the opportunity to establish a foundation of trust. Encouraging the buyer to invest their time in such a meeting proves to be the most effective method for gauging their level of commitment.

While it’s acceptable to address a handful of questions beforehand, it’s prudent to gently guide the buyer towards a face-to-face rendezvous to explore the business and address any inquiries.

In our Confidential Information Memorandum (CIM), we deliberately include only two or three images. Why, you ask? To pique the buyer’s curiosity, leaving them with a compelling reason to meet in person and discover the business firsthand.

Agenda for the Meeting

Promptly introduce your business to the buyer following a brief initial introduction.

Typically, at this stage, the buyer has yet to lay eyes on the business and is eager to embark on a tour. Avoid lingering for small talk as the buyer’s foremost interest lies in experiencing the business firsthand. Respect their time as well as your own by swiftly showcasing the business before engaging in further discussion.

Our clients have discovered that these initial meetings with buyers are relaxed and stress-free. Buyers are keen to observe your business and may have a few lingering questions not covered in the Confidential Information Memorandum (CIM). Our CIM is thoughtfully crafted to preemptively address common queries, streamlining the process.

Encourage the buyer to pose any inquiries they may have and respond with utmost clarity and simplicity. The tour offers an excellent opportunity for mutual discovery as you inquire about the buyer while sharing insights about yourself.

While guiding the tour, provide comprehensive insights into your business and its operations. Infuse a sense of pride by sharing intriguing anecdotes about its history. Feel free to impart wisdom on how to foster business growth and candidly discuss your preferences and reservations concerning the enterprise.

Things to Avoid

  • Presenting your tax returns and bank statements
  • Delving into the financial intricacies of the transaction during the presentation
  • Revealing proprietary or trade secrets
  • Articulating negotiations regarding the purchase price
  • Engaging in conversations about additional transaction terms

The Importance of Honesty

Embrace candor. Your credibility with the buyer is strengthened when you openly acknowledge your business’s shortcomings or any areas you may not particularly favor.

For instance, highlight aspects that the buyer might contemplate improving upon post-acquisition, such as adopting contemporary marketing strategies to enhance the business’s promotional efforts.

The Importance of Consistency

Immerse yourself in your Confidential Information Memorandum (CIM) to internalize its contents thoroughly. It’s crucial to maintain unwavering consistency when conveying information about your business to potential buyers, as any disparities will not go unnoticed. Inconsistencies in your statements can instill doubt in the buyer’s mind, jeopardizing the sale.

For instance, if your CIM states a markup of 35% but you later assert it to be 40% during your meeting with the buyer, they may feel compelled to scrutinize all your claims, diminishing their trust in your statements. Consistency is key to building trust and securing a successful transaction.

What’s the Next Step?

Avoid overwhelming the buyer with an information deluge in the initial meeting. It’s crucial to maintain an optimal meeting duration. Let the buyer know that if they express interest and return for a subsequent meeting, you’ll unveil more intriguing facets of your business.

If the buyer finds themselves captivated, they will indeed return for further discussions. While some buyers may extend an offer after the initial meeting, others may not. It’s advisable not to push for a business sale during the first encounter.

There isn’t a one-size-fits-all formula, but typically, the right number of meetings falls within the range of one to four. The primary aim of the first meeting is to pave the way for the second, and the second meeting sets the stage for the third, and so forth. Building a step-by-step progression in your interactions can lead to a smoother and more successful transaction.

When Is It Time to Move On?

Is the buyer requesting a sixth or seventh meeting? In such instances, it’s prudent to prioritize your time and explore other interested buyers.

Keep in mind that when selling a business, you’re providing representations regarding your income and related aspects. These representations are typically not substantiated until the buyer extends an offer, making extensive meetings unnecessary. The period designated for thorough scrutiny and validation of your business details is known as due diligence.

A handful of meetings should suffice for the buyer to determine their inclination toward making an offer and progressing further. If the buyer remains indecisive after the fourth or fifth meeting, additional meetings are unlikely to sway their decision. At some juncture, the buyer must confront their uncertainties and take the leap of faith. Extensive information seldom alleviates the buyer’s apprehensions.

FAQs

Is a face-to-face meeting with the buyer essential?

Absolutely, we strongly advocate for meeting the buyer in person. This step serves as a crucial vetting process to ensure the buyer’s genuine interest and seriousness. In the digital age, there’s no shortage of “internet/keyboard warriors” who peruse businesses online, but meeting face-to-face distinguishes the committed from the curious. It’s an integral part of our phased screening process, allowing us to assess their level of commitment.

Why does my buyer request extensive information and multiple meetings?

Fear, particularly the fear of the unknown, stands as one of the most significant barriers to small business sales. It’s possible that the buyer has never ventured into business ownership and is apprehensive about taking the plunge. Your role is to alleviate their concerns and instill confidence. If you’re offering financing as part of the sale, you can reassure them that your confidence in the business is why you’re willing to finance it. Emphasize that once an offer is made, there will be ample time for them to conduct thorough due diligence.

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