How Business Brokers Can Close A Deal Faster
Susan Kite, Vice President of SBA Lending for The Brand Bank moderated a panel of SBA lenders for the GABB April 25 meeting.
She offers these suggestions to business brokers on ways to get a deal closed faster.
Get Seller Information as quickly as possible after signing a listing agreement. That information should include:
- Last 3 years’ Federal tax returns (if sole proprietor, get Schedule C)
- YTD interim statement to include Balance Sheet & Income Statement
- Previous year’s interim statement of same period
- Aging of Accounts Receivable and of Accounts Payable
- Listing of all assets being sold – and their market value (with serial numbers for any asset valued at $5,000 or more)
- Letter of Intent or Purchase Agreement
Manage Seller expectations
- They will likely have to take a Seller Note of 10% to 15% of sales price
- They will need to update Interim Financials and Agings every 60 – 90 days
Get Buyer information as soon as possible
- Last 3 Years Federal Tax Returns – Personal and Affiliate
- Recent Personal Financial Statement – give them form 413
- Business Plan (good template is at sba.gov)
- Financial Projections (monthly for Year 1 / Annually for Years 1-2)
- Personal Information Form 1919
Manage Buyer expectations
- Buyers will have to put in cash equity of 10% to 25% of sales price
- They may have to pledge their home or other real estate
- They will need to assign to the lender life insurance
- A business acquisition loan process is not like buying a home – it may take longer than they expect.
Lender Info
- Use a GABB Affiliate lender that knows business acquisition SOP rules
- Get with a lender early and use them as a resource
- Realize that to lenders, EBITDA is more important than SDE
- All add-backs must be verified
- Have your Seller and/or Buyer prepared with an organized application package
- The process will be much faster when information is provided quickly when requested
For more information, contact Susan Kite, VP SBA Lending / The Brand Bank / skite@thebrandbank.com / 770-595-9734
Read MoreHow to Get Approved for an SBA Loan to Buy a Business-April 25 GABB meeting
You’ve either got a business to sell, or want to buy a business. So getting an SBA loan may be the key to closing the deal.
How do you make sure that the loan is approved, whether you’re the buyer or the seller?
On April 25, a panel of SBA lenders convened at the Georgia Association of Business Brokers meeting. Susan Kite, Vice President of Government Guaranteed Lending for the Brand Bank moderated the panel. Panelists included Claudia Wilson, Vice President at The Piedmont Bank; Ryan Stoll, SBA Business Development Officer with Wells Fargo SBA Lending; and Brian Harper, Senior Vice President of SBA Lending at Atlantic Capital Bank.
The meeting was held on Tuesday, April 25, at the Atlanta Realtors Center at 5784 Lake Forrest Dr. NW, Atlanta, GA 30328. The GABB’s business meeting begins at 10:30 a.m. is preceded by a 9:45 a.m. networking session with coffee and pastries. There is no charge to attend the GABB meetings; dress is business casual. Directions here or below.
Stuart Oberman of the Oberman Law Firm sponsored the meeting.
The GABB is the state’s only association of professionals who work to facilitate the purchase and sale of businesses and franchises. The group includes business brokers as well as lenders, attorneys, business appraisers, insurance agents, environmental specialists and other professionals. GABB’s member business brokers work with businesses of all sizes to help them through all steps of selling their company — valuation, marketing, financing, and closing. Aspiring business owners also work with business brokers to purchase existing businesses at a fair price.
Last May, a similar SBA panel discussed SBA lending. They recommended that aspiring borrowers get the information to lenders early, be honest up front about potential problems, and expect to pledge assets, including a home, to secure the loan.
Since its founding on July 30, 1953, the U.S. Small Business Administration has delivered millions of loans, loan guarantees, contracts, counseling sessions and other forms of assistance to small businesses. SBA provides an array of financing for small businesses from the smallest needs in microlending – to substantial debt and equity investment capital (venture capital). The SBA participates in a number of loan programs designed for business owners who may have trouble qualifying for a traditional bank loan. SBA loan applications are structured to meet SBA requirements, so that the loan is eligible for an SBA guarantee. This guarantee represents the portion of the loan that SBA will repay to the lender if you default on your loan payments.
Directions to the GABB meeting location at the Atlanta Realtors Center:
From the South: I-75 north to I-285 east or I-85 north to I-285 west. Exit at Roswell Road south and turn right onto Northwood Drive. Turn right onto Lake Forrest. The Atlanta REALTORS® Center on the left at the stop sign (intersecting Allen Road).
From the North: Take GA 400 south and change to I-285 west. Continue as above via Roswell Road.
From East or West: I-285 to Roswell Road. Continue as above.
There is no charge for parking.
For more information about the GABB, contact Diane Loupe at georgiabusinessbrokers@gmail.com or GABB President Mike Ramatowski at 770-634-0428.
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SBA Lenders Offer Advice on Getting Loans Approved
SBA lenders Kim Eells, Cheryl Beer and Susan Kite presented at the April GABB meeting.
If you want to get an SBA loan to buy or sell a business, get the information to lenders early, be honest up front about potential problems, and expect to pledge assets, including a home, to secure the loan.
That advice highlighted the presentation by veteran SBA lenders to the Georgia Association of Business Brokers on April 26.
Bob Smith of HealthMarkets.com was the breakfast sponsor.
The program was presented by GABB Platinum Sponsor Cheryl Beer, Vice President of SBA Lending at the Piedmont Bank; Susan Kite, SVP and Managing Director of SBA Lending at Signature Bank ; and Kim Eells, Vice President, Business Development Officer of the Brand Bank.
GABB SBA Power Point Presentation
SBA Loan Program Overview
- SBA 7(a) – $5,000,000 maximum loan amount
- Small by SBA Size Standards
- Operating Company must be “For Profit”
- 15X Debt Service Coverage, “DSC” (including all affiliates)
The SBA 7(a) program has a $5 million maximum, with 1.15 x debt service coverage, and operating company must be for profit.
Equity injection: minimum usually 20%, but other factors may affect the percentage, including cash flow, collateral and experience.
The maximum term of the loan is 10 years for purchase of a business only, 25 years for real estate, and a weighted average for combined business and real estate.
The maximum rate for the loan is prime plus 2.75%
Collateral required includes business assets and personal assets of guarantors.
SOP rules:
- The buyer must purchase 100% of the ownership interest in the business;
- The seller cannot remain an officer, director, stockholder or key employee of the business. If a short transitional period is needed, the small business may contract with the seller as a consultant for a period not to exceed twelve months;
- If the purchase price of a business includes intangible assets in excess of $500,000, the borrower and/or seller must provide a combined equity injection of at least 25% of the purchase price of the business. In order for the seller financing to qualify as equity injection, the seller note must be on full standby of principal and interest payments for a minimum of two years. If the total “equity” is greater than 25%, there can be two seller notes. For example, if the buyer has 20% equity and the seller provides 20% seller financing, there can be two seller notes, one for 5% on full standby for two years and one for 15% with immediate P+I payments;
- If there is business real estate as part of the change of ownership, the real estate cannot be financed separately by a non-SBA guaranteed loan (unless it is an SBA 504 project) to avoid the 25% cash injection;
- The lender must obtain a current business valuation from an independent third party chosen by the Bank to justify the purchase price.
How to get your loans approved quickly
- Get Seller Information as quickly as possible after signing listing agreement
- Last 3 years tax returns (if sole proprietor, get Schedule C)
- YTD interim statement to include Balance Sheet & Income Statement
- Previous year’s interim statement of same period
- Agings of Accounts Receivable and of Accounts Payable
- Listing of all assets being sold – and their market value (with serial numbers for any asset valued at $5,000 or more)
- 4506-T, properly signed
- Letter of Intent or Purchase Agreement
- Manage Seller expectations
- They will likely have to take a Seller Note of 10% to 15% of sales price
- They will need to update Interim Financials and Agings to keep them current (every 60 – 90 days)
Buyer Info
- Get Buyer information as soon as possible
- Last 3 Years Tax Returns – Personal and Affiliate
- Recent Personal Financial Statement – give them form 413
- Business Plan (good template is at sba.gov)
- Financial Projections (monthly for Year 1 / Annually for Years 1-3)
- Manage Buyer expectations
- They will have to put in cash equity of 10% to 25% of sales price
- They may have to pledge their home or other real estate
- They will need to assign us life insurance
- If your buyer has ever been arrested, they need to tell us early so we can get them cleared and processed
- The loan process is not like buying a home – it may take longer than they expect.
Lender Info
- Use a lender that knows business acquisition SOP rules
- Get with us early and use us as a resource
- Realize that to us, DSC is more important than SDI
- Have your Seller and/or Buyer prepared
- with an organized application package
- with realistic expectations about the loan process
- The process will be much faster when information is provided quickly when asked
The Panelists also discussed three examples of loans they encountered.
Example 1:
30 year old niche therapy practice that provides occupational therapy, physical therapy and Speech-Language therapy to school systems.
Buyer has owned a business in home health care.
Total Project Costs of $1,950M included Intangible Assets of $1,600M, Working Capital of $300M, Closing Costs including SBA Guaranty Fee of $50M – Seller Financing of $350M, Buyer’s Cash $100M – SBA Loan $1,500M
Only collateral was a 2nd lien on personal residence.
Example 2:
35-year old Commercial Landscaping company – 3 owners in 60s and retiring. Sales price of $1,605,000 included property, trucks, goodwill. Property valued at $600,000 assets valued at $280,000 with $805,000 goodwill. 2 loans: Building loan at P+2.5% for 25 years and business acquisition at P+2.75% for 10 years with 6-months interest-only for both. Financing structure: $540,000-property, $448,000-business and assets, $136,000-working capital and closing costs, $263,000 – borrower cash, and $360,000 seller note. Buyer was ready to close with out-of-state lender when his partner pulled out, changing deal. We closed 35 days after being notified that the buyer wanted us to consider the deal.
Example 3:
distributor of parts for communications companies that service cell phone towers.
Two husband/wife teams with varied sales and management experience
Total $1,211 included $918 GW, seller 225, equity $269, loan $717, 10 years, P + 2.5, $100 Capline
Collateral included personal assets of Guarantors
Why Loan Applications Get Rejected
Delinquent credit history – 650 minimum score
SBA eligibility issues
- 912 issues
- Presently under indictment, parole or probation
- Ever been charged with and or arrested for any criminal offense other than a minor motor vehicle violation? Include offenses which have been dismissed, discharged or not prosecuted.
- Ever been convicted, placed on pretrial diversion, or placed on any form of probation, including adjudication withheld pending probation for any criminal offense other than a minor vehicle violation?
- Not citizen or permanent resident
- Problems with Franchisor
- SBA failure rate for franchise
- Franchisor has reputation for not supporting its franchisees
- Talk to other franchisees
- Talk to financial institutions who have financed particular franchise
- Unrealistic projections
- Use financial advisor to prepare business plan and projections
- Breakeven analysis
- Other issues
- Insufficient working capital and equity
- Additional support
- Spousal income
- Strong franchisor support
- Strong location
- Strong credit history
- Liquidity
- Management experience
Finally, if you get turned down by a Bank, ask for the reason. The information may help you with another lender or for your next request
Contact information for presenters:
Susan Kite
404-256-7734
Kim Eells
770-339-2088
Cheryl Beer
678-576-9392
Cheryl.beer@piedmontbankonline.com
Read MoreSBA Lenders to Lead April 26 Panel
Bob Smith of HealthMarkets.com will be the breakfast sponsor.
The Georgia Association of Business Brokers (GABB) maintains a website that lists hundreds of businesses and franchises for sale throughout Georgia in a variety of fields, including automotive, business services, child care, cleaning, construction, electronics equipment, fitness, flooring, floral, food, gas stations, landscaping, manufacturing, medical, shipping, restaurants, retail, security, signs, and businesses related to the internet.
According to GABB President Greg DeFoor, selling a business is a complicated process with multiple steps and a lot of moving pieces. “Our broker members are licensed business brokers, whereas everyone in the industry may not be properly licensed,” said DeFoor, who owns DeFoor Business Services, Inc. “GABB members benefit from continuing education, networking, promotion of professionalism and ethics in the industry, research tools, and forms prepared by a team of attorneys specifically for our association.”
“We are the go-to organization for business sales and acquisitions as a result of our dedication to the profession and our members being among the best in the state at what we do,” said DeFoor. “Our members have represented probably over a thousand transactions, and we have a dedicated membership of business brokers, lenders, attorneys and other professionals to assist business buyers and sellers at every step of the process. We work behind the scenes and go mostly unnoticed, but we’re an integral part of Georgia’s business community.”
For more information about GABB, email georgiabusinessbrokers@gmail.com or call 404-374-3990.
Meeting dates for 2016 are planned for June 28, July 26, Aug. 30, Sept. 27, Oct. 25, and Nov. 29, with a May 17 conference.
Nine Steps to Better Due Diligence, Closing Deals
Third in a series on Business Brokering
Buyer and seller strike a deal, but a thorough due diligence and either seal or sink that deal.
Georgia Association of Business Brokers Vice President Mike Ramatowski moderated a panel discussion at the July meeting on getting buyers and sellers through due diligence and to the closing table. Panelists were GABB Board Member Loren Marc Schmerler, CPC, APC, President and Founder of Bottom Line Management, Inc.; Kim Romaner, President of Transworld Business Advisors, who has 30 years of corporate and entrepreneurial experience in sales, marketing, operations and technology; and attorney Sarah Wheeler of Moore & Reese.
Miguel Alandete and Jon Kaye of Wells Fargo sponsored the meeting.
Hear the entire panel discussion at the GABB blog.
1. Find out if your clients REALLY want to buy or sell the business.
Have a heart-to-heart talk with your clients before putting the business up for sale, or making an offer on a business, to make sure the buyer and seller are really truly ready to do this. Cold feet will sink a deal, says Wheeler, who represents buyers, sellers or acts as a transactional attorney.
2. Make sure each side has realistic expectations.
Sellers must understand that they will be expected to sign a no-complete contract when they sell. Buyers must understand that if they need financing, they shouldn’t expect to get financing from seller with zero percent interest.
3. Clarify the terms of a Letter of Intent.
A letter of intent, a.k.a. LOI, is typically the beginning of the buying process and signifies a meeting of the mind. Both parties should understand whether the LOI is binding or not, how earnest money will be handled, etc.
4. Take the skeletons out of the closet.
If something is wrong with the business, if there is a liability, it’s a bad idea to hide that fact from a potential buyer. If it comes up in comes up in due diligence, Wheeler notes, the buyer will assume the seller was trying to hide it, and that makes it a lot harder to deal with. Schmerler said he had a sale imperiled because a prospective buyer discovered that a major client was going to discontinue business.
5. Use a GABB lender.GABB-affiliated lenders have experience with business sales, and understand the process. Other GABB affiliates are familiar with the ins and outs of deal making and will make the process smoother.
6. Get franchisors, landlords on board.
If you’re selling a business with a lease, don’t leave the landlord out of the process. Ditto with a franchisor if a franchise is involved. These and other interested parties can make or break a deal.
7. Complete the lender checklist. Lenders typically send out checklists of items they need before a sale can be completed. Sellers should read them and get that information together as soon as possible. Try to educate your client that the money drives the ship, and the closing will happen when the lender is satisfied.
8. Leave enough time for proper due diligence.
Due diligence takes time. Count on at least ten days for a main street transaction, Romaner said, longer for bigger deals.
9. Clarify expectations after the sale.
Sellers often agree to stay on during the transition, but Schmerler said usually the buyer doesn’t want the seller there after the second or third week. The buyer wants employees to view him or her as the new owner.
Hear the entire panel discussion at the GABB blog.
The July 28 panel was the third in a 3-part series of discussions designed to help GABB members improve their businesses. In May, social media expert David Camp discussed effective ways to use quality content and technology to prospect for new clients. The June panel featured three experienced brokers with differing approaches to working with buyers and sellers. Read about the panel and hear a recording at the GABB blog.
GABB meetings begin with guest and member introductions. After introductions, we have a presentation by either a panel or a speaker and then some time for questions. After the presentation we’ll have a few items of association business and then adjourn the meeting at around noon.
There is no cost to attend and there are two parking decks available with free parking adjacent to the facility. For more information about the GABB, contact GABB President Greg DeFoor at gdefoor@defoorservices.com
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