Showing posts with label Purchase. Show all posts
Showing posts with label Purchase. Show all posts

Thursday, October 7, 2010

Catastrophic Events = Business Purchase Opportunities


As a buyer, everyone likes to get "a deal". Finding a

bargain often means being at the right place at the right time,

whether intended or by fate. Finding a lucrative opportunity to

buy a business that is for sale because of an unexpected

catastrophic event requires a disciplined approach.

As a business buyer, you often need to use "creative" means to

position yourself to get the first, if not the only, shot at a

promising business acquisition candidate. You need to explore

as many ways as you can to find quality companies that are for

sale that can be bought with extraordinarily favorable purchase

terms. Pursuing acquisitions that surface due to unexpected

business events or catastrophic business owner life situations

can a "win-win" opportunity for both business buyers and

sellers.

Unexpected Personal and Business Events

Assuming you have clearly defined business purchase criteria and

have the purchase skills and financial resources to effectively

respond to an unexpected, short term disposition business

purchase opportunity, you may want to leverage common personal

and business events to your purchase advantage.

Although catastrophic events are relatively rare in business,

they are genuine realities and must be dealt with in a prompt

fashion by business owners to reduce further company value

deterioration or even potential liquidation.

Personal life events for business owners such as death, divorce,

indictment, sickness, disability or addiction to expensive

vices often significantly accelerates the need to recapitalize

or sell the business owner's viable business.

Unexpected catastrophic business consequences, realized from

unexpected events or neglect, stupidity or devastating reactive

business tactics such as: large liability claims, loss of a

major customer(s), government seizures or new legislation,

employee fraud, strikes, lender financing changes or no viable

contingencies for acts of God, to name just a few, also

significantly accelerate the need to refinance or quickly

market the business for sale.

How Fast Do You Need To React?

Business buyers typically do not want to purchase a company that

has experienced a major unexpected setback or have to put

themselves through a quick "buying blitz" to qualify a rapidly

deteriorating acquisition candidate. However, high return on

investment purchase opportunities resulting from catastrophic

events, of viable businesses that are consistently profitable

with immediate, critical, financial or human resource

deprivation are often well worth the extraordinary effort.

To quickly restore a business to its established efficiency a

business buyer must act quickly to qualify and close the

business purchase. Often the business buyer who can react the

quickest in its purchase methodology or offer immediate

purchase funds will easily offset a higher purchase price

offering from another potential buyer.

For a business owner personal tragedy, a business buyer

typically has less than 60 days to buy the company before major

value deterioration occurs. For a wide variety of major

business catastrophes, a business buyer typically has slightly

more time, but not much more!

How Do I Find These "Deals"?

Effectively locating immediately distressed businesses that must

be recapitalized or sold because of unexpected personal

business owner situations or business management misfortunes

does not happen overnight. It requires a premeditated,

organized and ongoing program of communication and

documentation of your distressed business purchase interests to

legal, financial and business brokerage intermediaries who

typically must handle these extraordinary situations.

Reinforcing your unique interests and abilities to respond to

specific business catastrophe situations also requires periodic

oral and written communication to these same types of business

service providers.

Steps to "Get the Word Out"

* Define and document your distressed business purchase criteria

* Define business: legal, financial and acquisition service

providers who typically deal with distressed business

situations: M&A or Probate attorneys, Bank Trust Departments,

Commercial bank "workout" managers or "turn-around"

acquisition intermediaries: investment bankers, business

brokers, consultants or CPA's

* Get the word out! Implement an organized effort to communicate

and document your specific catastrophic business purchase

criteria to all above noted service providers

* Periodically reinforce your distressed business purchase

interests and criteria with broadcast mailings, announcements

or advertisements

* Embellish your successful acquisitions of distressed

businesses with press releases and formal printed or

electronic announcements to like business service providers

Often the more "creative" you are to find deals, the quicker

you'll find the "right" deal. The more diverse your means to

locate viable companies that are for sale, the better your

chances of finding a quality acquisition candidate that few

others are aware of.

As a business buyer, you have two ways to look at buying

businesses based on catastrophic events: 1) as negative, taking

advantage of distressed sellers, or, 2) as positive, taking

advantage of a unique opportunity to become a business

seller's, "savior", the best means available to allow their

employees to keep their jobs and continue to provide for their

families. You make the choice... like most lucrative business

opportunities, if you don't participate, others more than

likely will!








About the Author:

Mark Smock is President of http://www.business-buyer-directory.com, the FIRST international business buyer directory of its kind. Business Buyer Directory provides a non-traditional means for proactive business buyers to locate businesses for sale worldwide that meet their exact registered purchase criteria.


Wednesday, October 6, 2010

'Buyer Beware' of Business Purchase Contracts!


Paperwork, specifically legal documents, is a prerequisite to

buying any business. It doesn't make any difference if you buy

a business once in your life or do it all the time, every

business acquisition purchase contract is different and

requires intense scrutiny on the part of the business buyer,

much more so than the business seller.

As a business buyer, each and every sentence within the business

purchase contract needs to be read, understood and agreed to

before you sign on the "dotted line". This article will give

the business buyer a quick "fly-over "of the most significant

concepts one should understand relative to development and

eventual execution of any business purchase contract.

"He Who Writes, Wins!"

If you have been consistently exposed to business contracts in

your career, you quickly learn to appreciate the concept that,

in development of most complex business agreements, "He who

writes, wins!" Any attorney will tell you that it is always in

his, his client's, best interest to be the author of the

business contract to be signed in a two party agreement. As a

business buyer, you want to be the writer of the purchase

contact. If you personally cannot effectively write one, invest

the money and have a competent contract lawyer write a purchase

contract on your behalf. If the business seller, or their legal

counsel writes the business purchase contract be sure you and

your attorney evaluate every detail within.

Always Maintain a "Paper Trail"

Given the extraordinary amount of capital involved in most

business mergers or acquisitions, coupled with the wide range

of people, conversations, meetings and iterative business

evaluation steps involved to effectively buy a business, it is

imperative for the business buyer to maintain ongoing, copious

notes of all related events and communication exchanged between

themselves and the business seller or their designated

representative, throughout the purchase process.

There are three significant advantages for the business buyer in

maintaining a paper trail of notes during the purchase process:

1) All key agreement points can be traced to a specific buyer/

seller conversation, 2) If something is written, it can be

improved upon by either party, if it is not documented, the

likelihood of refining the content is significantly reduced, 3)

Sometimes related records can be incorporated into the final

business purchase contract as an addendum or attached exhibit

"Buyer Beware!"

As a business buyer, you like to think that all business sellers

are honest, forthright and have genuine intentions of

developing a mutually beneficial business purchase contract.

Most business sellers are! However, like in any complex asset

purchase agreement, neither party knows what negative future

consequences may surface in the ownership of the sold asset.

More often than not, in a business purchase contract, it's the

business buyer who exclusively must address the problem not

thought of or included in the final purchase contract. The

negative consequences of many common business misfortunes can

be reduced, shared between the business buyer and seller, or

eliminated altogether with proper business purchase contract

contingency language

Fundamental Business Purchase Contract Concepts

Listed below are some fundamental business purchase contract

concepts that any prudent business buyer will want to

incorporate in their legal due diligence and documentation

fulfillment:

Astute business buyers never present an offer to purchase

a business without preceding it with a nonbinding "Letter of

Intent" to purchase. (If you are not familiar with the

purpose or advantages of use of a "LOI", you must research

this topic)

Never make a purchase offer and certainly never sign a

purchase offer or make an earnest money deposit until after

you completed most of the due diligence required to

effectively evaluate the business for sale.

No business purchase terms should ever be communicated to

the business seller without a written statement from the

business buyer to the seller, specifically documenting,

"that any, and all, purchase terms are subject to analysis,

justification and confirmation by an independent business

appraisal entity, employed and paid by the business buyer".

Be suspect of "canned" business purchase contracts

provided by the seller's broker or representative, they are

typically "seller biased"

Be sure to negotiate a reasonable time period to evaluate

and approve all documents provided to you from the business

seller or their representative for your required due

diligence

Invest in an environmental analysis of the business

premises and keep the business seller "on the hook" for any

future environmental $ penalties or negative consequences

realized as a result any documented negative environmental

conditions made prior to the sale of the business

If something does not make sense to you, ask, make sure

you understand every detail

Utilize all the expertise available to you from your

intended primary lender on the deal

If there are noteworthy levels of inventory and assets

involved, inspect each item and use credible valuation

expertise to determine approximate market value. This can

represent significant dollars to you in the future as the

business owner.

All current legal encumbrances or extraordinary

liabilities should remain the responsibility of the business

seller

Any discovered misrepresentations associated with

documents provided by the seller or their designated

representative to the business buyer, that surface in the

future operation of the business should remain "fair game"

for financial resolution, from the seller to the buyer, post

purchase

All records provided by the seller or their designated

representative, to the business buyer should become an

purchase contract addendum or exhibit and be subject to

seller warranty of accuracy

Lastly, there are published business purchase contract

content "checklists" available, take the time to review

these, especially business seller warranties and

representations

Typical business purchase contracts prepared by business sellers

or their representatives often contain many provisions which

are dangerous to business buyers. In many cases it is not what

is written that is of greatest concern, it is what is omitted

that represents a potential time bomb that will eventually

explode long after the business seller has left town with your

money. Take the time, invest the money, expend the necessary

thought required to structure a mutually beneficial business

purchase agreement with the business seller!








About the Author:

Mark Smock is President of http://www.business-buyer-directory.com, the FIRST international business buyer directory of its kind. Business Buyer Directory provides a non-traditional means for proactive business buyers to locate businesses for sale worldwide that meet their exact registered purchase criteria.