Professional Services

We operate a very focused business model. Collaborative specializes in facilitating business ownership changes, and over more than 30 years we’ve built up significant expertise regarding small business acquisitions and divestitures. This is the only thing we do, it is our team’s passion, and we have a daily focus on continuing to improve the way we serve clients.

Every transaction is unique; different people, business models, and industries. But after completing 1,000+ successful deals we have refined an effective and efficient process to maximize the value created for all parties involved.

Our process involves a significant commitment of time, resources, and up-front financial investment for Collaborative. This commitment, combined with our unique deal team approach to small business transactions, means that we must be highly selective about which client engagements we accept. We will only work with clients who recognize the value we can provide and are as committed as we are to making the transaction successful.

Below is a summary of professional services offered to buyers and sellers.

Seller Engagements

The foundation of Collaborative is engagements with owners who seek to sell their business. Facilitating a divestiture requires navigating through a lot of complexity and unknowns, so over the years we have refined a structured process that we believe is the best approach.

We manage each engagement following a 12 phase sequence, which is outlined below. This is a proven approach, and designed specifically to support our unique deal team working collaboratively to sell your business. Remember, we only receive compensation upon the successful close of a transaction; so everything we do to facilitate each business ownership change must be as effective as possible.

1

Initial Discovery. Each client engagement begins with an in-depth discovery process. We will meet with a seller at our office to work through a detailed questionnaire our team has developed over the course of many years and hundreds of transactions. We’ll review as much details as you can provide, including marketing materials, Web content, customer/client reviews, operational documents, and anything else that is important for us to really understand your business.

2

Financial Assessment. We have a trusted CPA partner that provides an independent financial review of every business we represent. This is intended as a third-party assessment of a seller’s financials; our CPA partner is highly experienced in small business transactions. We instruct them to review the financials from the perspective of a prospective buyer, and through experience they are skilled at identifying the items that will likely be questions from a buyer, a buyer’s accountant, or banks that are financing the transaction. This financial assessment is an important investment we make in each client engagement.

3

Marketing Plan. Once we have completed the in-depth discovery, and in parallel to the financial assessment, our deal team prepares a full marketing plan to bring a seller’s business to market. The foundation of every plan is a strategy agreed upon by our team and the seller – this is how we plan to market the business. Based on the marketing strategy we create custom marketing materials, including advertisements, a “teaser” summary, and a detailed (15-20 page) marketing package.

4

Opinion of Value (OOV). An essential part of the process is determining the value of a seller’s business. We have a proprietary valuation model called the Opinion of Value (OOV) that our team has developed and refined. The OOV has proven to be an invaluable tool for determining the market value of a small business. It takes into consideration a wide range of elements, using financial and operational data inputs that are both quantitative and qualitative. Collaborative’s OOV model has been recognized by bankers and accountants as an industry-leading approach to small business valuation.

5

Listing Go-Live. The phases outlined above represent the significant amount of work that is put forth by our team before a seller’s business is listed. It’s critical that both our client and our team is confident in the financials, marketing plan, and valuation before we take the business to market. When ready to move forward, we “go live” with the listing and begin executing the marketing plan.

6

Buyer Qualification. Upon listing a client’s business, buyers will immediately begin to inquire about the opportunity. In addition to prospective buyers generated by the marketing efforts, we have a robust network of interested parties – including serial entrepreneurs, business investors, and transitioning corporate executives – who are always looking for new opportunities. We work closely with prospective buyers, vetting their experience and financial profiles, as well as ensuring appropriate confidentiality agreements are signed. Only qualified buyers are presented to our clients, and it is up to the seller whether or not to proceed to having discussions with an interested buyer.

7

Initial Meeting. Our team facilitates an initial meeting with each qualified buyer that our client agrees to interact with. From there the relationship may end immediately if either party is no longer interested, or it may continue for a period of time during which the buyer and seller are getting to know each other and discussing preliminary information about the business and a potential transaction.

8

Letter of Intent (LOI). When our client and a prospective buyer are interested in moving forward, we work with both parties to draft a letter of intent (LOI). The LOI is a critical step in the process, as it outlines the most important terms that are expected to be included in the acquisition/divestiture (e.g. selling price, assets to be purchased, expected closing date, transaction contingencies). Buyers and sellers should always come to terms on a letter of intent at this point in the process, before moving forward with due diligence – this reduces the risk of both parties committing time and financial resources to the transaction, only for it to fall apart later in the process when the parties ultimately disagree on a key term.

9

Due Diligence. The due diligence period varies widely for each transaction. With a signed LOI in place, the seller and buyer work through detailed discussions, reviews, questions, and meetings with their respective advisors. We work collaboratively with everyone involved with a focus on ensuring both sides get what they need.

10

Bank / SBA Financing. Most small business transactions involve a buyer’s acquisition of the seller’s assets through a divestiture. And in nearly all cases, the transaction is financed through a bank commercial lending program backed by the Small Business Administration (SBA) guarantees. The process for securing financing can be complex and time-consuming, especially for a buyer going through the steps for the first time. Our experience with these transactions and relationships with banks mean we can provide invaluable assistance to buyers (detailed in “Buyer Assistance” section below). Helping navigate the bank and SBA financing process is a significant part of every deal, and many transactions would fail to close without our expert guidance.

11

Legal Agreements. In the late stages of an engagement, once the seller and buyer are nearing the completion of due diligence and financing has been secured, we assist with development of legal agreements. This includes an asset purchase agreement, along with a variety of other documents specific to the transaction. We have attorney partners that we can bring to the table as independent third parties, or we can work closely with a seller or buyer’s trusted legal counsel.

12

Closing of Transaction. Closing is the official completion of the transaction. This is an exciting and stressful event for all parties involved, so we coordinate all the details involved to ensure the best possible experience for both buyers and sellers. We work with a respected third-party title company for closing logistics – this is important for managing all the documents and details, and also a necessity if there is real estate property involved in the transaction. Closing day is typically a very gratifying moment after all the work that has been done over several months. Just like everything else in the process, Collaborative approaches the closing of each engagement as a team activity, with our entire deal team taking part in the occasion so we can celebrate with our client and the buyer.

Buyer Assistance

While our primary function is representing sellers (the business seller pays our compensation), we cannot help our client without also meeting the needs of a buyer for the business. For every seller completing a divestiture, there is a buyer making an acquisition. The buyer’s side of the transaction also requires specialized knowledge and experience to be successful.

Collaborative serves as a true business intermediary, balancing the needs of both sellers and buyers to complete a successful transaction. To do so, we offer the following assistance to buyers as a value-added part of our services.

FINANCING

Nearly all acquisitions/divestitures involve some element of financing. This is typically secured through a bank or small business lender, and often involves a Small Business Administration (SBA) program. The process for getting financed can be time consuming and complicated, and transactions can easily fall apart if not handled with expertise. Our deal team is experienced in this process.

As a service to buyers, we assist with assembling a bank package for the proposed acquisition, which includes all the critical information that lenders and the SBA require to evaluate a financing request. We then work with the buyer to distribute the package to multiple banks with the objective of receiving competing offers to evaluate. Our deal team will also stay involved in the financing process all the way through completion, assisting the buyer with follow-up requests and actively communicating with the banks.

Collaborative has worked with many small business attorneys over the years, and will help connect buyers with legal counsel as needed. Many times a buyer has existing legal representation, but the acquisition/divestiture process is a specialization that can require an attorney with specific experience. Our deal team can help make that connection and provide assistance as buyers work with counsel to review deal structures, prepare legal agreements, and address any unique situations with respect to the transaction.

©2022 Collaborative Acquisitions + Divestitures, LLC