Seller Expectations and Repricing Issues

Seller Expectations and Repricing Issues

With a lot of activity in the market, 2020 is off to a fast start, promising to be another strong year for the sale or acquisition of privately owned companies. As always, serious sellers and buyers with the right motivation and reasonable expectations will succeed.

This month, we want to revisit the topic of buyers “repricing” an offer and how that can impact the seller’s expected transaction prices. We’ll illustrate what repricing is, how it happens and how it might impact the seller’s expected sale price.

It’s extremely important that sellers know upfront that the repricing of a deal is a possibility and what situations might require repricing. Being blindsided by an unanticipated repricing issues in the midst of the transaction process can be a potential “deal killer”.

Let’s go through a simple example to illustrate.

Disclosure: the following is a hypothetical illustration to show how repricing issues can impact the final deal price; results will vary depending on facts and circumstances

What Is Repricing

Repricing is a common occurrence and part of the normal transaction process. Repricing issues are real issues that need to be resolved (negotiated) in order to complete the deal, otherwise the deal could fail.  Repricing issues generally occur when the buyer completes their due diligence and finds issues that, in their opinion, should reduce the transaction price, a.k.a. repricing.

Seller Expectations  

Sellers need to have realistic expectations regarding the potential business value and that includes an understanding of possible repricing issues. Consider this typical scenario:

  • Bob decides to sell his business because he has realized it’s time to do what he wants to do or for some other ‘the time is now'” reason – but he has not really prepared to sell
  • Someone (a friend or associate) tells Bob that your price businesses “3 times the cash flow”
  • The past results are:

  • So Bob determines his sale price is  $1,500,000    (3 times $500,000)

 

Repricing Issues

After some time, Bob finds a potential buyer who has offered $1,500,000.

But, while completing their due diligence, they discover 2 significant issues that, in their opinion, result in a repricing of their offer (a reduction from Bob’s $1,500,000 price).

They meet with Bob to review the repricing issues with the intent to renegotiate (reprice) the original price. The two issues they discover are:

    1. A need for working capital required to run the company
    2. The need to update company assets (equipment, vehicles, technology etc)

The buyer has determined (in their opinion) the additional cost (investment) for these issues are:

    1. Working capital needed:  $100,000
    2. Investment needed in capital assets:  $300,000

You can see where this is headed… the buyers are going to revise their offer (reprice) and expect Bob to accept the revised purchase price.

Sellers Expected Deal Price – Repriced

How does this impact the sellers expected sale price?

Seller’s expected sale price (above)                      $1,500,000

Buyer repricing adjustments:

blank  

 

Bottom Line:

  • Bob wasn’t aware of the issues that a buyer may object to and based his decision to go to market with a transaction price of $1,500,000 based on a formula that didn’t really consider the many factors that determine a solid price

Where do Bob go from here? Can the parties renegotiate the deal price or is the repricing significant enough to kill-the-deal and the deal fails (worst case)?

 The Takeaways

  • It is very important to work with an advisor who has experience with the business sale process and can properly value your business.
  • Buyers will search for repricing opportunities during their due diligence; it’s one of the reasons they do their diligence – it’s just part of the transaction process.
  • Keep cool: if the business price needs to be negotiated, it’s usually just a hurdle not the end of the process. But the issues can be resolved if both parties want to get the deal done and are negotiating in good faith

NOTE TO SELLERS: Owners who reinvest in capital assets, stay current with maintenance schedules and properly manage cash flow will be rewarded in the ultimate deal price. Those who don’t, won’t … it will cost you.

With experienced advisors by your side, we assure you that  a proper price will be set based on  facts and figures and,working together, most issues can be resolved to everyone’s satisfaction and the deal can go forward.

We’re here to help you with your transaction planning and our consultation is free with no obligation.

This article was written by Eddie Davis C.P.A, C.V.A., Partner at Harvest  Business Advisors.

Contact:  EDavis@HarvestBusiness.com or 301-325-7687


Clients choose Harvest Business Advisors for our sage advice on profitably growing their business, accurate business valuations, and when the time is right, a consistent ability to deliver a high price as part of a smooth exit transaction.
Harvest Business Advisors provides business brokerage, business valuation, and business succession planning services. We have extensive experience in the information technology and professional services, manufacturing, distribution, and contracting fields. We maintain offices in Maryland, New Jersey and Virginia. Connect with us at info@HarvestBusiness.com or 877-838-4966 to discuss selling your business, ordering a business valuation or buying a business.

SBA announces two new modules to Money Smart for Small Business program

SBA announces two new modules to Money Smart for Small Business program

Harvest Business Advisors works with Small Business Administration (SBA) lenders for many of our transactions. Our entire team keeps up-to-date on all SBA programs and announcements to better serve our business brokerage clients and our business valuation clients.

We’d like to share this recent announcement from the SBA about addition of two new modules to their “ Money Smart for Small Business ” curriculum. The two new modules are Banking Services and Building Strong Credit.

“Money Smart for Small Business aims to help small business owners and entrepreneurs understand how a strong banking relationship can help them achieve their vision,” said Elizabeth Ortiz, Deputy Director for FDIC’s Consumer and Community Affairs.  “The relationship between banks and small businesses is symbiotic: when one succeeds, so does the other.”

For the complete announcement from the Small business Administration, please visit https://www.sba.gov/about-sba/sba-newsroom/press-releases-media-advisories/sba-and-fdic-updates-money-smart-small-business-credit-and-banking-modules

To learn more about the Money Smart for Small Business program, please visit www.fdic.gov/smallbusiness.

If you have any questions or need more information about SBA lending practices and requirements or a business valuation for a SBA loan, feel free to connect with us for a conversation.

 


Clients choose Harvest Business Advisors for our sage advice on profitably growing their business, accurate business valuations, and when the time is right, a consistent ability to deliver a high price as part of a smooth exit transaction.

Harvest Business Advisors provides business brokerage, business valuation, and business succession planning services. We have extensive experience in the information technology and professional services, manufacturing, distribution, and contracting fields. We maintain offices in Maryland, New Jersey and Virginia. Connect with us at info@harvestbusiness.com or 877-838-4966 to discuss selling your business, ordering a business valuation or buying a business.

Small Business Administration: Updates and Announcements about SBA Loans

Small Business Administration: Updates and Announcements about SBA Loans

Harvest Business Advisors works with Small Business Administration (SBA) lenders for many of our transactions. Our entire team keeps up to date on all SBA announcements and Standards of Practice changes to better serve our business brokerage clients and our business valuation clients.

We’d like to share this Lender and Development Company Loan Programs announcement from the SBA:

This SOP contains the SBA’s eligibility requirements for lenders and CDCs and the policies and procedures governing the CDC/504 and 7(a) loan programs.

Subpart A

This subpart contains the requirements for lenders and Certified Development Companies (CDCs) to participate in SBA lending programs. This subpart also explains the different levels of delegated status SBA grants to lenders and CDCs, as well as how lenders and CDCs maintain their participating status with SBA. Finally, this subpart gives a brief overview of how SBA oversees its participating lenders and CDCs.

Subpart B

This subpart contains the policies and procedures governing 7(a) business loan programs including standard 7(a), the Preferred Lenders Program, SBA Express, and the Agency’s Pilot Loan Programs.

Subpart C

This subpart contains the policies and procedures governing SBA’s 504 Certified Development Company Loan Program. The policies and procedures governing Certified Development Companies are contained in Subpart A of this SOP.

For the complete announcement from the Small business Administration, please visit

https://www.sba.gov/document/sop-50-10-5-lender-development-company-loan-programs

If you have any questions or need more information about SBA lending practices and requirements or a business valuation for a SBA loan, feel free to connect with us for a conversation.

 


 

Clients choose Harvest Business Advisors for our sage advice on profitably growing their business, accurate business valuations, and when the time is right, a consistent ability to deliver a high price as part of a smooth exit transaction.

Harvest Business Advisors provides business brokerage, business valuation, and business succession planning services. We have extensive experience in the information technology and professional services, manufacturing, distribution, and contracting fields. We maintain offices in Maryland, New Jersey and Virginia. Connect with us at info@harvestbusiness.com or 877-838-4966 to discuss selling your business, ordering a business valuation or buying a business.