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Selling a business

Write Down What You Want. If It Says "Sell," Start Again.

Owners who are thinking about selling almost always start in the wrong place, which is the question of whether to sell.

Start one step earlier. Write down what you are actually trying to accomplish, in a sentence or two, without using the word sell. If you cannot write that sentence without it, you have not found the problem yet. You have found a solution and worked backwards.

What the real statements sound like

They are rarely about money and almost never about the business.

I am sixty-three and I want to stop being responsible for two hundred people. My health has made the next five years a different proposition. My industry is consolidating and I think the window closes in three years. I have two children and only one of them wants this. I have had an offer and I do not know whether it is good. I am tired in a way a vacation does not fix.

Notice that none of those is a decision. Each is a condition, and each has more than one answer.

Why this matters more than it sounds like it does

Because several of those conditions have solutions that are not a sale, and because a sale is the most drastic, most expensive, and least reversible item on the list.

The owner who is tired may need a general manager rather than a buyer. The owner whose industry is consolidating may need to sell, or may need to be the consolidator. The owner with one interested child may need a plan that transfers the company over seven years rather than a transaction that transfers it in ninety days. The owner with an unsolicited offer needs to know what the company is worth to everyone else, which is a different exercise from deciding whether to accept.

Once you know which condition you are solving, the right answer is frequently obvious. Before you know, every answer looks equally plausible, which is why owners agonize.

Then write the goals down properly

If a sale is the answer, the next document is more specific than most owners make it, and the specificity is the point.

A real goal set names the total number and how much of it must be cash at closing, because those are different negotiations. It names the date. It names what kind of buyer is acceptable, especially if any of the price is deferred and you are effectively lending to them. It names what happens to the people. And it names, by name, who is permitted to know this is happening, and which customers must not find out under any circumstances.

That last one surprises people and it is the one that saves you. It converts confidentiality from a feeling into an instruction somebody can follow.

Why it has to be written

Because an unwritten goal changes shape under pressure, and you will be under pressure for months.

In month seven, with one buyer at the table and a number slightly below what you wanted, a written goal set is the only thing in the room that remembers what you said in month one. An owner without one negotiates against their own fatigue and calls the result a decision.

Written goals also expose conflicts early. The owner who wants the maximum price, a closing by June, and absolute certainty that no employee loses a job has written three goals that cannot all be true. Far better to discover that on paper than in a negotiation.

What to expect when you do this honestly

Some owners write it down and discover they do not want to sell. That is a good outcome, reached cheaply.

Others discover they want to sell more urgently than they admitted, usually for a reason they had not said out loud. That is also useful, because urgency that is understood can be managed, while urgency that is hidden leaks into the negotiation and gets priced.

What getting it wrong costs

An owner who skips this does not usually make a catastrophic decision. They make a mediocre one slowly.

They go to market without knowing what they want, so they evaluate offers against a number they invented rather than a goal they chose. They accept terms that look fine in isolation and conflict with something they never wrote down. And they discover eighteen months after closing that the thing driving them was not the thing the sale solved.

More on this: Before You Sell, Write Down the Six Things You Are Not Going to Do.


This is what we do. Prism Edge works the question before the transaction, because the shape of the deal follows from what the owner is actually solving for, and an advisor who starts at the price has skipped the part that determines whether any price is the right answer.

The full chapter on this is in The Business Sale, free to download here.

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