Selling a business you’ve spent years building up is the biggest deal of your life. Therefore, selecting the right partner to guide you on how to sell your business is not a quick or simple task. Sure, you can – and should – trust the gut instincts that have enabled you to build a successful business so far, but for a life-changing decision like this you also need to conduct thorough due diligence before contracting any service provider.

6-Point Checklist For A Business On Sale

Before we get into the nitty gritty of what due diligence questions to ask, let’s first look at the six most important factors to consider when head-hunting trusted partners to sell your business.

1. Do You Need A Business Broker Or An M&A Specialist?

There is a big difference between business broking / broker businesses / brokerage businesses (call it what you like; it’s all the same) and merger and acquisitions (M&A) specialists.

To broker quite literally means to negotiate a deal or agreement between two parties. It’s as simple and straightforward as that, and that’s what business brokers essentially do: they act as the middlemen between you, the seller, and the buyer.

In contrast, merger and acquisition (M&A) specialists conduct in-depth evaluations, guide the seller on how best to prepare for sale and conduct complex business transactions that require legal, regulatory and taxation expertise.

If you’re a small mom ‘n pop store a broker for business will do just fine. But if you’re a mid-size business wanting to sell for anything over $5 million you’re going to need an expert mergers and acquisitions (M&A) advisory team to guide you through the sales process and secure the best deal.

2. What Size M&A Firm Is The Best Fit For You?

Many mid-sized businesses may be enamored with big M&A firms that will make an exception and “take you on”, especially if it’s via a personal friend at a firm who is doing you a “personal favor”. The bottom line is that big firms have big targets to meet, and if your deal is not a big money-spinner they are likely to prioritize higher-earning accounts over yours.

This is why size matters when selecting the best M&A firm to sell your business! As a mid-sized business you want advisors who service deals in your size range and understand the ins and outs. Importantly, you want M&A advisors who depend on having clients of your size to make a living and therefore will do their best to provide you with top-notch service.

3. Who Is On The Mergers And Acquisitions Team?

A good M&A firm will either have in-house or contracted experts to fulfill critical roles in the team to guide and assist you through all stages of your business in sale. These include merger and acquisition lawyers, experts on special purpose acquisition companies, accountants, analysts, marketers and more.

All these advisors are vital to achieving a successful sale, but never forget you’re the one making the major decisions. Even if you haven’t done this before, it’s still your company and you’re still the boss, therefore you are the ultimate decision maker. M&A firms who regularly deal with mid-sized business sales understand and respect this.

4. Does The M&A Advisory Team Have A Wealth Manager?

Many business owners have the majority of their net worth in their company, so once their deal closes it will represent the largest amount of cash they have ever obtained.

In order to become comfortable with the liquidity you will obtain, it makes sense to do some pre-sale planning with a wealth manager, particularly tax planning prior to accepting a letter of intent from a buyer. On a big picture level, you need to have a game plan for how to allocate your newfound liquidity, which will likely be the majority of your wealth.

As such, it is important that the M&A advisors you choose either have a seasoned wealth advisor in-house or partnering with the team.

5. Is the Acquisition and Mergers Team Competent And Trustworthy?

Likeability is of course crucial but not the most important factor. If you’re head-over-heels for one M&A firm, but your objective assessment points towards a more competent M&A firm that has proven to deliver better results, all things being equal you should hire the more competent firm. As long as you trust the people and like them enough, results are more important than personalities.

6. Is The M&A Team Responsive And Engaged?

While interviewing M&A advisors take note of how responsive they are. No matter how highly recommended they come, if the M&A advisors are not responsive while you are still evaluating their suitability, it’s unlikely you can count on them to be responsive and proactive once you’ve engaged them and it’s up to them to meet a series of critical deadlines.

As Larry Reinharz, Woodbridge International’s Managing Director, notes: “My mother gave me sage advice 30 years ago when I bought my first house. I needed a plumber and didn’t know anyone in the area. She told me to look up a few plumbers in the Yellow Pages (remember those?) and make some calls. The ones that were responsive, attentive and professional were the right ones for me! As Woody Allen said, ‘90% of life is just showing up’.”

On that note, we’ve put together some due diligence questions that cover the basic information that any good, credible M&A firm should openly provide with no hesitation or delay.

Questions Business Owners Should Ask M&A Advisors

Since much of M&A deal communication is in writing, we recommend you obtain written responses to the below questions. Lawyers, wealth managers and accountants may bristle at responding in writing, but don’t be put off. This exercise in itself is a good litmus test to see how hungry and motivated they are to help you make the most important deal of your life.

The M&A Firm’s Experience

1. How many transactions have you closed over the past 24 months?
2. How many were unsuccessful? Why were these transactions unsuccessful?
3. What is the smallest transaction you’ve facilitated? And the largest?
4. What is the average value of transactions you facilitate?
5. What is the range of multiples?
6. Which industries do you service?

The M&A Firm’s Marketing Approach

1. Please detail your marketing and sales process.
2. How will you develop a prospective buyer list?
3. Please include a sample solicitation letter.
4. How many strategic buyers and how many financial buyers do you anticipate marketing to?

The M&A Firm’s Valuation Process And Business Buyer Offers

1. What range of valuations do you think is reasonable for my business?
2. How many offers do you reasonably anticipate for my business?

The M&A Firm’s Service Delivery

1. What can I expect in terms of ongoing progress and activity reports
2. From “go” to “close,” how long do you anticipate the entire process to take?
3. Do you have a set time-line for the process? If so, would this be made available to me?
4. Who will comprise your deal team and what will their roles be?
5. What will you do that an investment banker will not?

The M&A Firm’s Fee Structure

1. What is your retainer?
2. What is your success fee?

The M&A Attorney Services

1. How many transactions have you been involved with over the past 24 months?
2. How many were unsuccessful? Why?
3. What is the average value of transactions you facilitate?
4. How many were representing sellers; how many were representing buyers?
5. How many were institutionally owned vs. individuals or families?
6. What industries do you service?
7. Are there other people on your team? If so, what is their area of expertise and how will they be involved?
8. Which geographical area(s) are most of your deals completed in?
9. What percentage of your deals have involved: overseas buyers; private equity groups; publicly held companies?
10. Do you work with tax lawyers? How and when do they get involved?
11. How much do you anticipate the cost will be for you to service my deal?
12. How would you charge?
13. Are you willing to cap your fees?

The M&A Wealth Manager Services

1. What is your minimum account size?
2. How many accounts do you handle?
3. What is your smallest account size? And the largest?
4. What is your average account size?
5. How much income per relationship do you require for it to make financial sense for you?
6. Which certifications and designations do you carry?
7. How long have you been in this business? (This is paramount – you want someone who has seen several economic cycles.)
8. Do you have a planning-based practice? Or do you strictly handle investments?
9. Do you have a clean Form U4? (If they are registered with a broker-dealer you can look up customer complaints or compliance issues with FINRA’s Broker Check.)
10. What is the percentage mix of your business for: individuals; institutions; business owners?
11. What percentage of your clients are in their wealth-building years versus those in their wealth-distribution years?
12. Who else is on your team and what credentials, experience and expertise do they have?
13. Who is your backup if you are on vacation or have health issues?
14. How do you get paid?
15. Please provide a breakdown of all fees, including monthly management and administration fees, and performance-based fees (if applicable).

When Selling Your Business You’re Still The Boss

The manner and detail in which the M&A firm and their associates respond to the above questions will open up the kimono on how the firm operates and services clients.

There are many moving pieces involved with the sale of your company, so you have every right to ask for the information needed in order to formulate your game plan. So don’t be deterred if you encounter resistance or get sub-par answers from an M&A firm. Consider this a bullet dodged, and stick to your guns until you find a partner who can prove that they will work for you.

For a deeper dive into why choosing the right M&A advisory partner is so crucial, download our free e-book More Buyers, More Bids, Higher Price, Better Fit.