When selling a business in Colorado, or anywhere else, there are certain industry terms that crop up. It is wise to be familiar with these key terms when you consider, or decide to sell or transfer your business.
<<Go Straight To FAQ's>>
First of all, here are some Questions all Colorado Business Owners should ask before deciding to sell their business:
1) If you received your “ideal” selling price and terms from your “ideal "buyer, would you sell today?
2) Do you know the Fair Market Value of your business?
3) Should you sell your business now given the economic conditionals?
4) Do you routinely think about or discussing exiting your business with your wife?
5) Can you envision a meaningful life if you no longer own your business?
6) Most business owners are eager to sell for the “right price and terms”. What are your ideal terms? If you got them in the next year or two, would you be ready to sell?
7) What does Pre-Sale planning mean and how critical is it? What is the best Exit strategy for you?
8) When you sell your business you would naturally want the highest return and strongest buyer, but you would also want the sale to carried out "quickly and quietly". You would also want to avoid the stress many owners face when selling their businesses?
9) How long does it take to adequately prepare your business for sale at peak value? Also, what is your business worth, in spite of the troubled market and economy?
10) How will you sell your business, and keep it totally confidential?
11) Do you really need a broker, consultant, CPA or attorney to prepare a business for sale or transfer?
12) Do you feel you have gotten the most you can out of your business, and think someone else may be able to give it fresh new energy?
13) Is it best to use a business broker, a merger/acquisition company, or just list it yourself in the newspaper or online?
14) How long would it normally take to sell a business, once you once you have made up your mind to sell?
15) How should you design the sale to minimize the tax consequent taxes? What is the best method of avoiding a thirty five percent "ordinary income" on the sale - and instead use the lower fifteen to twenty percent capital gains rates?
16) What is best, - “Asset or Stock” sale, from the viewpoint of tax and liability on a business sale?
17) What kind of buyer is best suited to operate your particular business?
18) How long would they expect you to stay on to train the new owner? What compensation could you expect for your efforts? Most new owners today will want you to stay on in some form of partnership role after the sale? Is this something that you are interested in?
What is a Merger?
The word Merger has a strictly legal meaning and has nothing to do with how the combined companies plan to operate. A merger occurs when one corporation is absorbed into another corporation, losing it's original identity.
All mergers are "statutory mergers", since they all execute as specific formalized transactions according to laws, or statutes of the state the company is incorporated in. Post-transaction operations or control of a company has no bearinb on whether a merger has occurred, or whether it has not.
What is an Acquisition?
An Acquisition occurs when stock or assets of a corporation become owned by another entity. It may be a purchase of stock - or a purchase of tangible assets.
What's the difference between a Merger and an Acquisition?
An Acquisition is a transfer of ownership, and Mergers are specific legal procedures that may or may not happen after an acquisition. It is far more common now for buyers to acquire without an ensuing merger. The infamous "hostile takeover" is a covert "acquisiton".
What is a Leveraged Buyout?
A Leveraged Buyout (LBO) is when a company's stock or assets are bought with borrowed money, burdening the new venture with a high percentage of debt. It is an acquisition of all of a company's stock, usually by a new corporation, created for the sole purpose of the acquisition.
It is normally followed by a merger of the buyer's new company with the acquired company. The assets of the newly acquired company can then be used for security in debts.
What is an Earnout?
"An Earnout is a method of compensating a seller based on the future earnings of a company. It is the contingent portion of the purchase price. A common type of earnout provides for additional payments to a seller if the earnings exceed agreed-upon levels.
Another type of earnout may provide that certain debt given to the seller as part of the acquisition price be paid out early if earnings exceed agreed-upon levels."
What are the different forms of transactions?
There a three main types of transaction in acquisitions of a businesses. Purchasing the business' assets, purchasing the stock of the business (that owns the assets), or a merger of the buyer and the business.
What is an Asset Transaction?
The acquired company transfers the assets of the business to the purchaser. These could include equipment, inventory, and real estate, as well as intangible assets such as contract rights, leases, patents, trademarks, etc. These could be all or a portion of the assets owned by the selling company. The acquired company transfers their assets: Deeds, Bills of Sale, and assignments
What is a Stock Transaction?
A seller transfers shares on an acquired corporation to a purchaser. A Stock Transaction is the right move when tax burdens or other problems of executing an "asset transaction" make it less appealing.
Why Company Brokers M&A?
Company Brokers M&A is a great blend between a general business brokerage and an investment bank. We speciale in business sales valued between two and fifteen million dollars. Company Brokers M&A exposes clients to a network of highly trained professionals, that, by being part of the Company Brokers network, have the resources needed to sell your business effectively.
Sell My Business Colorado Mergers & Acquisitions
has forged strategic alliances with the world's top three investment banking firms, enabling us to provide our clients access to a lucrative network of qualified, professional buyers worldwide. Contact your local Company Brokers office and speak to one of their Merger & Acquisition specialists.
Company Brokers, Inc. is a full service, professional, Business Brokerage specializing in Mergers & Acquisitions Colorado