If you are reading this, you have probably seen one of our MidStreet listings and are wondering what our process is.
What happens when you inquire and what can you expect?
It is a natural question since the inquiry process can differ based on the merger and acquisition firm.
At MidStreet, our buyer inquiry process is intentionally designed to protect our client’s confidentiality. Instead of a highly automated process, we personally manage buyer inquiries to make sure only properly vetted buyers get to see the confidential marketing materials.
To give you an idea of what our process is like, we will use this blog to walk you through what happens when you inquire on one of our MidStreet listings.
Let’s get started.
Disclaimer: Although effort has been made in providing accurate information, MidStreet does not warrant that accuracy and is not liable for any errors or omissions. MidStreet, nor its employees, are licensed tax professionals or attorneys. Readers are strongly encouraged to confirm tax and legal issues with accountants and attorneys in your respective state or province. The article is based on information as of summer 2021.
Step 1: Inquiry on The Listing
After viewing these non-identifying marketing materials, you will inquire if you think it would be a good fit for your acquisition goals.
NOTESome buyers try to inquire on listings without revealing what company they are inquiring with. As per the IBBA guidelines, MidStreet does not do business with undisclosed principals and therefore we need to know who is looking for the info.
Step 2: Initial Interview
Once you inquire, a MidStreet team member will reach out to you with a meeting link to schedule a phone interview.
This will allow you to directly connect with the team member at a convenient time to discuss your goals and your interest in the listing. We will use this phone call to assess whether you are a fit for the opportunity and if it makes sense to move forward.
MIDSTREET TIPSome brokers make the entire buyer vetting process automated, without conducting initial interviews or having buyers fill out personal and financial questionnaires. While that's obviously a more convenient method for the broker and the buyer, it poses a significant risk to the business owner. Any individual with an email address could sign an NDA and receive access to sensitive materials, potentially compromising the confidentiality of the sale.
Once you have responded to the meeting invitation, our team member will call you at the scheduled time to learn more about you and talk about your interest in the business.
Our goal is to determine two main things from the phone interview:
- Why you are inquiring? (our job is to protect the seller’s confidentiality)
- Are you a decent fit for the business?
If you are an individual buyer, some common questions we’ll ask are:
- What is your background and experience? We will be looking for relevant industry or business ownership experience. Some deals require significant industry experience. For example, an owner-operated machine shop will often need a buyer to be directly involved in the business with prior experience in machining.
- Where are you located? We will want to know if are you willing to relocate closer to the business if the opportunity requires it.
- What types of funds do you have available? We will ask this to assess if you have enough to cover the down payment and other expenses. We are looking to see if you have at least 15% of the project cost (purchase price, real estate, working capital, SBA fees, and closing costs) of the deal at the advertised purchase price.
- Are you looking to owner-operate the business? Many buyers are looking for opportunities that require absentee ownership. Most often, this is unrealistic for the size of deals individual buyers can afford and SBA 7(a) standard operating procedures restrict this.
- What type of licenses and certifications do you have? Depending on the deal, you may need to obtain licensure if the business requires it. For instance, in North Carolina, industries like HVAC, pest control, and roofing require either a specific license or a general contractor license. If you do not already have this in the state in which you are inquiring, you will likely need to get the license before the deal closes if you are receiving financing through the SBA.
MIDSTREET TIPFor SBA 7(a) loans, in our experience, lenders like to see the borrowers relocate close to the location of the business.
If you are a strategic buyer, we will typically ask you:
- What areas do you service and what products do you sell? Initially, we are trying to find out if you are a competitor in the space. If you are not a competitor, we are looking to find out more about your interest in the business and how this could fit with your current operations. These questions help us assess what type of strategic you are.
- What are you looking to do from a buyout perspective? We want to know how your preference aligns with the owner’s goals. Depending on the deal, the owner might want to stay with the business and sell a majority or fully exit the company and help with a transition period.
- What is your preference in terms of management? We want to know if you would prefer for the owner to stay or leave, and if they were to leave, we want to know if you have experience placing managers in prior owner roles.
- How are you funded? Are you private-equity backed? Will you need to raise capital? What is the current cash position of the company? These are critical questions to answer prior to releasing any information.
NOTEIf you are a strategic (especially a competitor) and we feel that you might be familiar with the business, we will require approval from the seller before we take next steps.
If you are a private equity group (PEG), we will generally ask you:
- Do you have any investments in the space and is this a platform or a roll-up? These questions will help us understand how you are viewing the listing. If it would be a platform, we might ask you if your team has any experience in the industry. If it is a roll-up, we will want to know what your platform company is and the same questions related to strategics will apply.
- How are you funded? How your PEG is funded matters a lot. We want to know if we were to receive an offer from you, that we would have full buy-in from your investment committee. Because of this, we usually prefer PEG’s with committed capital rather than pledged capital since we know they have the funds readily available.
- What kind of buy-out structure are you interested in? We will need to know if you would like to do a majority recapitalization or a full buyout. This helps us ensure your goals match the business owner’s goals.
MIDSTREET TIPSending us your one-pager is helpful as we can reference it when qualifying you for the deal.
Depending on the type of buyer you are, we may need to receive approval from the seller before speaking to you about the opportunity further.
We have encountered several companies that attempt to ask for information to get a leg up and gain access to confidential marketing materials. It is our job to prevent breaches of confidentiality and make sure the information only goes to thoroughly vetted buyers.
Step 3: Complete NDA & Questionnaire
If you pass through the interview stage, a member of our team will send you a link to the MidStreet Non-Disclosure Agreement (NDA) portal. All of the forms will be completed online using a self-select tool.
When you enter the portal, you will select the category that best fits you. Once you select your category, you will be prompted to fill out the NDA and questionnaire.
We have structured the questionnaire to help us learn more about your background. There is a financial portion that allows us to determine if you will be able to reliably finance the deal.
Step 4: MidStreet Form Review
Once you complete all the materials, a MidStreet team member will review them. As long as everything is filled out correctly and there are no issues, we will send over the confidential materials.
Purchasing a company is a complex process, and most buyers who inquire on listings that are eligible to be funded via an SBA 7(a) loan have never been through the process before.
We’ve sold over 400 businesses throughout the Southeast and have been involved with hundreds of SBA 7(a) transactions.
Because of this, we have insight into who might qualify for a loan and who wouldn’t, and it’s not always obvious. For example, some deals require a higher down payment or more industry experience.
Some common reasons buyers fail to pass this stage of the process are:
- Lack of liquid capital available for the down payment and enough post-closing liquidity
- Lack of industry experience
- Residence in a different state and they are not willing to relocate
- Not completing the financial section of the questionnaire
- Not providing a real signature for the documents
- Having another SBA loan that would make the total lending amount greater than $5 million
- Not disclosing other investors
Step 5: Receive Confidential Marketing Package
CSM Manufacturing (CIM)
CSM Manufacturing Marketing Video
Step 6: Communicate Your Interest
After you have reviewed the materials, reach out to the MidStreet team member who sent you the materials and communicate your interest. Ask any questions you have about the business, and mention why you think it would be a good fit for you.
If you would like to discuss the opportunity further over the phone, feel free to ask to schedule a call with us.
If it is not a good fit for you, please reach out to let us know you will be passing on the opportunity and why, once you have come to your decision.
Step 7: Buyer/Seller Zoom Call
Once you have communicated your interest, the next step is a virtual Zoom meeting with the business owner and one of our brokers.
To find out more about what occurs during the Zoom call and the buyer-seller meeting, read “Best Practices for a Buyer-Seller Meeting in a Business Sale.”
Please note: There will be no discussion of price and terms or any negotiating with the seller during the initial Zoom call. The purpose of this call is to learn more about the business, get to know the seller, have the seller become familiar with you, and communicate your interest to them.
Step 8: Receive The Data Pack
If the call goes well and you and the seller would like to move forward with an in-person meeting, we will add you to the data room so that you can review the data pack materials for further understanding.
Our goal is to ensure the data pack includes everything you will need to know about the company to make an informed offer. It may include information such as balance sheets, monthly income statements, and FF&E lists.
Feel free to request additional information if necessary, but only ask what is necessary for your review, as there are potentially other buyers working through the process who are comfortable with the data provided and moving forward. I’ve seen many buyers suffer from paralysis analysis and lose out on great opportunities.
MIDSTREET TIPMany individual buyers come from working in medium-large-sized corporations and are used to sophisticated reporting. Keep in mind that small businesses are held to a lesser reporting standard and are going to be "messier" (in a beautiful, blue-collar, what-makes-this-country-great kind of way). Feel free to ask clarifying questions or request further information if needed.
Step 9: In-Person Buyer/Seller Meeting
Once we have had a successful zoom call and you have reviewed the data pack, we ask that you reach out to us to express your interest in the opportunity. From there, we will arrange an in-person meeting with you, the seller, and one of our brokers.
Think of the in-person meeting like a first date. The main goal of this meeting shouldn't be to pepper the seller with questions about the business. This is one of the biggest mistakes we see buyers make.
You should be here to see if your personalities mesh and make a positive impression on the seller. Buying a business is not like buying real estate - you're likely going to be working with the seller for at least a year, depending on what financing you take on.
They're going to train you to operate the business and are a big help in vouching for you to the employees and community. You should have time in due diligence to ask questions of the seller and verify information.
During the buyer-seller meeting, you will have a chance to get to know the seller and have the seller get to know you.
Please note: This meeting is not the time to negotiate price with the seller. Don’t make them feel uncomfortable. This is the time to get to know the seller and see if they think you could be a good fit for the business. It is okay to talk with the broker separately to discuss the price/terms.
Step 10: Submit an Offer
Once you have had a chance to meet with the owner and see the business, you will submit an offer.
Depending on how large the deal is, we might ask for indications of interest (IOI’s) before formal letters of intent (LOI’s).
An indication of interest (IOI) is more of a preliminary offer with fewer details than an LOI. In our experience, it is usually non-binding. Whereas an LOI is generally more detailed and may have some binding terms included in it.
If you are an individual buyer, we will typically ask you for an LOI. We have sample LOI templates we can provide you and are happy to walk you through building the offer over Zoom.
As usual, we always recommend you work with an attorney whenever you are creating/reviewing legal documents.
Know What to Expect When Your Inquire on a Listing
Now that you have a more in-depth look into our inquiry process, you will be able to know what to expect when you inquire about one of our listings.
To learn more about what comes next after you submit an offer, read our blog “What is Due Diligence in a Business Acquisition?”
If you are an individual buyer, you should also become familiar with how the SBA works. Find out more about how to receive SBA financing by reading “How to Buy a Business Using the SBA 7(a) Loan Program (With Example).”
Are you interested in purchasing a business? Check out our active listings and send an inquiry to learn more.