It’s never easy to think about selling your company. After all, you’ve spent years building it into the business it is. And don’t forget about the innumerable long nights, headaches, and tears you’ve cried along the way. Walking away from your business is a tough prospect no matter the buyer, but it’s particularly fraught when you’re thinking of selling to a rival.
The truth is, selling your business to a competitor can be a great opportunity for you to cash in on your hard work. Your competitors know your industry better than outsiders and are more likely to pay you for what your company is worth. Selling your company to your competition might be a bitter pill to swallow, but it offers you a lot of opportunities as long as you know what pitfalls to avoid. Here’s how to protect the business you’ve built when considering selling to a competitor:
Getting an offer to sell your business might take you by surprise. Or you may have had a tip-off from a mutual acquaintance or soft offer. Either way, you have a difficult decision to make: Is the offer strong enough to make you want to consider a sale, or would you rather keep running your business? Simple as it sounds, there’s a lot to think about, and finances are only one part of the equation. Most small business owners have an emotional attachment to their companies, which can make it hard to look at a buyer’s offer objectively. Emotional attachment is significant, however—you have to be happy with the decision you make, no matter what you decide.
There’s another important component of entertaining a buyer’s offer: your company’s current financial health. You’ll want to be turning a profit if you expect to get a decent offer, sure. More importantly, you’ll need financial documentation that demonstrates how solvent your business is. Your business will undergo an extensive due diligence check (more on that later) by the prospective buyer, and you’ll need to open up the books to show that your company is as valuable as you say it is.
It’s hard to say for certain when you should sell your business to a competitor. For the most part, you’ll know when it’s right based on your own gut feeling. There are plenty of financial and strategic components to consider, but ultimately your decision rests on your overall comfort with the sale. And that’s no easy task when selling to a rival business owner, either. Thankfully, there are a few key signs that it’s time to sell your business, as well as a few warning signs you shouldn’t ignore.
This reason’s pretty self-explanatory. Even the most passionate small business owner could hit a point in which he or she is ready to take on another challenge. If you consider yourself a serial entrepreneur, this is even truer for you. Building a company from scratch takes a tremendous amount of work; keeping it running is no different. Selling makes sense if it lets you move to your next challenge, or reshuffle your personal priorities and free up time to pursue other dreams.
Some offers are just too good to ignore. You may not have thought about selling your company until an enticing offer came along. However, you would be remiss for not taking it seriously. If you think your competitor is giving you a reasonable, honest offer, it can’t hurt to explore the personal and professional advantages of accepting.
Small business owners have to take on a totally different approach to retirement. It’s hard to know when you can retire as a small business owner, or when you think it’s time to hang up your hat and reap the dividends of all your hard work. If you’ve been considering retirement and a sales offer makes it possible, it may be a good idea to strongly consider it.
Some offers are too good to be true. When you sell to a rival, you risk the possibility that your competitor isn’t serious about buying your business, and that they’re floating an offer merely to get inside look at your business. Underhanded as it sounds, it’s a fairly common concern—so much so that most serious buyers and sellers will agree to a non-disclosure agreement (NDA) and other protections that safeguard against these practices.
Some intellectual property and trade secrets have to be included in the sale of your business. In this case, you wouldn’t be allowed to take them with you once the sale is complete. Make sure you’re comfortable forfeiting your intellectual property or other elements of your business before you sign on the dotted line. Alternatively, get a signed agreement that spells out what you can and can’t use at any future venture.
We mentioned NDAs earlier. These documents protect you and your business from the unlawful use or dissemination of your intellectual property, trade secrets, or other non-public information. Selling your business requires you to divulge a significant amount of otherwise secret information. If you’re selling to a competitor, this information is even more sensitive than it might be otherwise. If your prospective buyer won’t agree to an NDA, it’s time to walk away from the deal.
Every sales opportunity is different, and your consideration points will likely be specific to your own prospective deal. That said, there are a few basics to bear in mind as you negotiate a possible sale to a competitor.
The importance of an NDA can’t be stressed enough. This document is the last thing protecting you from giving away the secrets to your success if an unscrupulous competitor tries any unsavory moves. Your NDA should include other factors, such as restrictions on when and how documents can be viewed by both parties. Most law firms that specialize in acquisitions offer custom solutions for keeping an even playing field for intellectual property. Be sure to hire an experienced lawyer who will look out for your best interests.
You can’t build a small business without having some appetite for competition. It’s tough to stop looking at a potential buyer as a rival, and view them as a business opportunity. If you’re serious about selling, you have to cast aside any preexisting grievances or grudges. These are natural elements of competition, but they have no place at the negotiating table.
The due diligence process kicks off any business sale in earnest. This is the stage in which both parties review whether or not the other can deliver on the promised terms. It ensures that there are no unforeseen hiccups as the deal progresses.
Due diligence can (and should) take a long time. You won’t want to find a nasty surprise about your would-be buyer once the deal is done. Expect to disclose a fair amount of information about your company, and to review a similarly robust amount of intel about your buyer.
Selling your business is risky—you’re handing over all of your hard work and revenue to someone in exchange for payment. Thus, you have every right to get paid quickly. Don’t agree to any deal that sets up monthly or quarterly payments. This leaves the door wide open for you to never get all of the money you’re due if the new seller goes belly-up. Ask for a deposit when the NDA is signed, and make sure you have all of the cash in your account before you hand over the keys.
Selling your small business to a competitor is a difficult process. You’ll have to set aside existing rivalries, divulge business secrets, and open up your wallet to pay for lawyers. The process can be scary, nerve-wracking, or even downright bittersweet. But if you have a good offer, a motivated buyer, and an imperative to sell, it’s worth making sure you approach a business sale the right way.
Meredith Wood is the Editor-in-Chief at Fundera, an online marketplace for small business loans that matches business owners with the best funding providers for their business. Prior to Fundera, Meredith was the CCO at Funding Gates. Meredith is a resident Finance Advisor on American Express OPEN Forum and an avid business writer. Her advice consistently appears on such sites as Yahoo!, Fox Business, Amex OPEN, AllBusiness, and many more.
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There's some great advice in here. I recently sold my business to someone who was a friendly competitor. I learned a ton during the process and it was helpful that we had a certain level of trust between us. The one thing I'd say is the most important is making sure that you don't reveal too much of your "secret sauce" until the deal is finalized. Sometimes, the potential purchaser is less than ethical and is just pumping you for information so they can compete with you more effectively.