Up to this point, it's possible selling your business hasn't truly sunk in.
Sure, you've had several meetings with your business broker, discussions with your CPA, and even participated in phone calls or a Zoom meeting or two with prospective buyers. But you may still may be wondering "Is this really going to happen?"
Then, your broker contacts you to let you know a buyer is ready to take the next step. They'd like to meet you in person and take a tour of your business.
Quickly, things start to get real. It's now time for the next step, commonly referred to as a “Buyer-Seller meeting”.
A Buyer-Seller meeting is an in-person meeting between you, a potential buyer, and your business broker or M&A Advisor. Depending on confidentiality concerns, it can be conducted at your facility, off-site, or a combination of both.
The meeting is a chance for the buyer to find out about you, your business, look at your facility and equipment, and maybe even discuss schools and the local area.
It's also an opportunity for you to learn more about the buyer.
At MidStreet, we've conducted thousands of Buyer-Seller meetings over the years. We've learned a lot about what to do, and what not to do.
It's our goal to help you learn what to expect so you can increase the odds of landing the best possible buyer for your business. In this article we'll cover everything you need to know about a Buyer-Seller meeting as well as some best practices we’ve learned over the years.
Let’s jump in!
When Does The Buyer-Seller Meeting Happen?
The buyer-seller meeting should only occur after the buyer has been fully vetted by your business broker or M&A advisor.
Your broker should be able to confidently say the buyer has relevant industry experience, they seem to be a good cultural fit, and they have the financial resources to get the deal done.
By the time you meet, your broker should have conducted a vetting process similar to the following:
- An initial phone screening (5-10 minutes)
- Completion of a buyer questionnaire
- Buyer executes an NDA
- Buyer sends the broker a photo of their ID
- Buyer sends a personal financial statement
- Follow up interview (40-60 minutes)
- Buyer receives initial marketing materials
- The buyer asks broker questions and receives clarity
- A virtual introduction call between you and the buyer
Hopefully your broker has done a good job of screening out buyers that are not a good fit. However, there's no need to move forward with an in-person meeting if you can't get comfortable with the buyer.
If you feel uncomfortable with the buyer after a virtual meeting for any reason, make sure to discuss it with your broker. Remember, you're not obligated to sell to just anyone that shows up with a check.
If you and the buyer agree you'd like to move forward, the next step is the in-person buyer-seller meeting.
The Process of a Buyer-Seller Meeting
Buyer-Seller meetings are often scheduled outside of regular business hours or offsite to help maintain confidentiality. Your broker should set a time limit for the meeting, provide an agenda, and clearly define expectations for will and will not be discussed.
MidStreet recommends the in-person buyer-seller meeting last no more than 90 minutes. A meeting less than 90 minutes gives the buyer enough time to learn about your business while maintaining their excitement about the opportunity.
MIDSTREET TIPA big part of the meeting is to build trust and rapport. Don't make the mistake of jumping into the business at hand without taking a few minutes of cordial conversation to simply talk about a few pleasantries.
Although you may be willing to entertain the buyer for several hours, resist the temptation. Longer meetings can easily overwhelm the buyer and often do more harm than good.
And, if you're like most sellers, you'll have plenty of buyer activity which means you'll be participating in several Buyer-Seller meetings. Protect your time. A follow-up meeting or virtual call can always be arranged if necessary.
Your broker should arrive at least 10-15 minutes prior to the scheduled start time. Here is a general timeline for the meeting:
- (5-10 minutes) Introductions and casual conversation
- (10-15 minutes) Buyer talks about their background, goals, and why they’re interested in your business
- (10-15 minutes) You discuss the history of the company and why you’re looking to exit
- (10-15 minutes) Questions and answers
- (15-20 minutes) Facility tour
- (10-15 minutes) Follow up questions and next steps
No, things don't always go according to plan. This outline can be used for reference, but things can be moved around. For instance, your meeting may start with a facility tour and then discussion about the business.
Regardless of how the meeting is structured, its important your broker maintains control. They should be listening and observing, but ready to step in at appropriate times.
Once the meeting is over, it's a good idea for your broker to walk out at the same time as the buyer. This serves two purposes.
First, your broker should be trying to gain an understanding of the buyers impression of you and your business.
Second, you'll want to avoid the impression the broker is staying behind to talk to you about the buyer. Instead, the broker can circle back after the meeting, or give you a call.
Why the Meeting Is Important to the Buyer
Although it's quickly becoming a virtual world, nothing beats a good old fashioned face-to-face meeting. This is especially true when the stakes are as high as they are.
Yes, buying a business is financial. The buyer will be making one of the largest financial investments in their lifetime. They'll be investing hundreds of thousands of dollars from their savings and signing on to a loan for at least ten years for hundreds of thousands more.
They want to know their investment of their time and money will be worth it. But, depending on the type of buyer, I would argue the emotional aspect is just as important.
Chances are, the buyer will be relocating. They may be quitting their job, changing careers, and relocating their family.
Then there's the personal guarantee. And the bank will be taking a second mortgage on their new home as collateral.
Heck, there may even be a father-in-law just waiting in the wings with a "I told you this would never work."
There is certainly a lot on the line. The buyer needs to feel comfortable. They'll want to be able to see themselves stepping into your shoes and successfully operating the business.
By the time you get to a buyer-seller meeting the buyer should have a relatively good understanding of your business.
They should have already reviewed your Confidential Information Memorandum, a detailed write-up covering topics such as the history of your business, product and service offerings, competition, and licensing requirements.
They've also had the opportunity to ask you a few questions on a phone call or Zoom meeting.
With that in mind, here are some common questions the buyer may ask during the buyer-seller meeting:
- What is the history of the business?
- How did you get into business?
- What does your typical day look like?
- Do you have key employees? Are they willing to stay?
- Who is your primary competition?
- Why are you selling?
They, or their spouse, may ask about things outside the business such as information on neighborhoods, schools, and community activities.
Since a buyer-seller meeting is like a first date, you will not want to show your whole hand in the first meeting and you will want to keep things positive.
Preparation is key. Your broker should coach you through what to expect and how to best answer the most common questions. If nothing else, make sure you're prepared for the critical question, “Why are you selling?”.
We know people buy from people they like and trust. Hopefully, your broker has begun to earn the buyer's trust. Now it's up to you to help get across the finish line.
Why The Meeting Is Important For You
While it's easy to understand why the meeting is important for the buyer, it's important to keep in mind the meeting is also for you.
This is your opportunity to vet the buyer and make sure you're comfortable with them taking over your business.
How do you feel about this buyer maintaining the culture you've built?
If you’re providing seller financing, do you have confidence in the buyer’s ability to operate the business successfully and pay you?
Here are a few questions you may want to ask the buyer:
- What is your background and experience?
- How long have you been looking for a business?
- Why are you interested in this business?
- Will you be relocating to the area?
At some point during the meeting, you'll want to discuss confidentiality. Although the buyer has signed an NDA, its a good idea to reiterate the importance of keeping your employees, customers, and vendors from finding out the business is for sale.
Hopefully, several buyers will be interested in your business. Use the Buyer-Seller meeting as an opportunity to find the best possible buyer for your business.
If you're presented with multiple offers, how you feel about a particular buyer will go a long way toward helping you decide who to work with.
What Should Not Be Discussed in a Buyer-Seller Meeting
Your broker should communicate expectations for what will and will not be discussed during the meeting with you and the buyer. For reference, here are things that should be avoided:
- Negotiations of any kind
- Price and terms
- Confidential information
- Contact information
- Details about other buyers or offers
You are not obligated to reveal sensitive information like customer lists in this meeting. If and when a buyer enters due diligence, they will be provided access to this type of information.
Work with your broker to ensure you're on the same page as to how you'll handle inappropriate questions if they come up.
Have a Successful Buyer-Seller Meeting
By knowing what to expect, what to talk about, and how to conduct yourself in the Buyer-Seller meeting, you will be able to better prepare ahead of time.
By the completion of the meeting, you've hopefully achieved the following:
- You and the buyer have begun to build a level of trust
- The buyer is excited and can see themselves operating the business
- The buyer is closer to making an offer
- Buyers who aren’t a good fit for the business are filtered out
- You have confidence the buyer can successfully operate the business
- You feel the buyer is a good cultural fit for your business and its employees
Assuming all went well, the next step is an offer. Discover what a letter of intent is by reading “What is a Letter of Intent? (What You Should Know Before Signing One).”
We have walked business owners through countless Buyer-Seller meetings by helping them prepare for what to expect. Don't hesitate to reach out to us today to learn more about what is involved in selling your business.