Preparing Business for Sale

The Process

Preparing Business for Sale

The Process
Prep for Sale Part 1
Two kinds of Evaluations
1. External
2. Internal Evaluation

External Evaluation:
1. Current economy
a. What you can and can’t borrow?
b. Current challenges in the economy?
2. Major components within the industry
a. Beyond your store
3. Who is your competitor and how are they doing?
a. Individual competitor in your market
4. Make up of current customer base
a. What are the demographics?
b. Who is and isn’t shopping with you?
c. Who is your target customer?
Also found at "Wallace Path" Station along the Peer Paths
Prep for Sale Part 2
1. What factors lead to success or failure?
2. What major changes in retail food industry make it different today
than from five years ago?
3. What new trends are affecting our industry, and are we capable of
grasping them?
4. Technological impacts?
5. What are the major external factors posing threats or opportunities?
Also found at "Wallace Path" Station along the Peer Paths
The Value of a Pitch Book
Come listen in as Carey discusses the importance of having a pitch book for your business, even if you aren't actively looking to transition.
Also found at "Considering Transitioning" Station along the The Process
Process for Selling
Starting point: You have made the decision to sell, and the business is prepared for sale.

What next?

1. Get some help: Don’t do it alone – you will need help assessing the true value of your business.
a. Broker
b. Wholesaler can also provide those services.

2. Identify what you have:
a. Value?
b. Cash on hand?
c. Real estate?
d. Staff?
i. Interviews?
e. Privacy?
i. When do employees know? When do potential buyers know?
ii. How do I share the information without harming the sale?
iii. Third party can help with this.

3. Marketing:
a. “Create a playbook/pitchbook.”
i. How much do you share? At what stage?
ii. When do you get a confidentiality agreement?
iii. “Painting the Pig”

4. Bid/Sale Process
a. How do you price it?
i. Third party valuable in this process.
b. Taxation
i. It’s not what you get, it’s what you get to keep.
ii. Structuring the deal matters.
iii. “Cash is King”
Also found at "Wallace Path" Station along the Peer Paths
Options for Sale - ESOP
A high-level overview on ESOPs.

Learn more about ESOPs from your peer, Kim Eskew with Harps Food Stores.
Also found at "Wallace Path" Station along the Peer Paths
Also found at "Eskew Path" Station along the Peer Paths
Financing a Grocery Acquisition - Banks...
Also found at "Do I Want To Buy A Business?" Station along the Start Up
Structuring the Deal
Sale Structure & Asking the Right Questions:

1. What are you selling and what are you keeping?

2. Going to a Bank…

3. Who is the banker?

4. Timing

5. Stock v Asset sale?


Why does structuring the deal matter?
• “It’s not what you get, it’s what you get to keep.”
• Taxes matter!
• “Cash is King.”

* One of the biggest moments in your life will be selling your business – you will need help
making informed decisions! *
Valuation Process
Valuation - ACID Test
In this video we discuss a variation on Valuation regarding your inventory.
What is the ACID test?
How can AWG help?
Valuation - EBITDA
What is EBITDA? How is it calculated? Why is it important to my business? We answer these questions and more in this video.
Value of Business & Retirement Needs
What is your business worth and can it meet your retirement needs?
Also found at "Wallace Path" Station along the Peer Paths
Also found at "The Big Question - Retirement" Station along the Transition/Conclusion
EBITDA Discussion With Carey Berger & David Carl
Listen in on the training in Kansas City in February 2023 as Carey & David discuss valuation and EBITDA.
Wholesaler Role in Sale
Wholesaler can come into play for both the Seller & Buyer:

1. Role of the Seller
a. If you’re making the decision to sell, talk to your wholesaler to let them know the
business is for sale, and ask for help with a potential buyer.
- Confidential conversation

2. Role of the Buyer
a. Once potential buyer is found:
- Buyer may want a survey on the business to see how the store is doing
now/potential market.
- Wholesaler can help to define sources of capital if it’s needed.
- Staffing issues?
> If purchasing from a family, how many of those employees would
stay/leave?
> Wholesaler can help identify people that may be willing to work for you.
Difficult Conversations
In this video we discuss the following in regard to having those difficult conversations with family about the business;
1 - More communication is better
2 - Techniques
3 - Outside Help
4 - Separation
Also found at "Preparation for Multi-Generational Ownership" Station along the Transition/Conclusion
Also found at "Albrecht Path" Station along the Peer Paths
Also found at "Do I Want To Buy A Business?" Station along the Start Up
Value of Outside Help
No matter how great you are, we all need outside help in our businesses.

In this video we examine the value of outside help and where that fits into a family business.
Also found at "Running the Business" Station along the Operational
Also found at "Do I Want To Buy A Business?" Station along the Start Up