3/22/06

When You Should Move On To Buyer #2 or #3


"I have agreed to sell my business today (March 22) for $96,500. I am
attempting to complete the requested due diligence items by Friday.

I have had this offer on the table for one week -- and finally signed it
this morning. I wasn't dragging my feet on purpose -- initially. You see the
buyer wasn't to come back into the country until Friday (March 24) and I
knew that due diligence couldn't start until then so I let the offer sit
there.

Then I received three calls in the past few days. One broker in particular
was persistent in me not signing the counter offer of $96,500. He told me
his client was very interested. He even recommended for me to drag my feet with the offer. I got his buyer profile and non compete agreement from him. I waited for him. And waited. Not long mind you, but 24 hours seems an eternity, when there is another offer waiting to go.

Then comes the fireworks. I finally had to tell the broker with the offer on
the table that I may have another offer and I would let her know by this
morning (Wednesday). Of course, she wasn't exactly happy about that, saying her clients have passed up "several other opportunities" and she needed to know if we were going to accept or not. I gave it 24 hours, then -- after not hearing back from the new broker (who would need to beat $96,500 after his commission -- which he insists had to be 10 percent) I faxed in the counter offer approval. I figured I didn't want to ruin the current offer even though I wouldn't mind a better price. Ultimately, I think it's good that the buyer knows there is other interest out there -- but at the same time I didn't want to snub them.

If a better price does come in during due diligence-- or even before-- am I
obligated to the original purchase price? When does that second, third
fourth offer become a back up offer and when is it a competing offer?"


My answer to your questions is, how and when is the purchase agreement written and structured? You want to make sure that all details are spelled out in this agreement, for example: how long due diligence will last until you go to buyer #2 or even to buyer #3. Let the buyers know that they have so much time (usually 7-10 days is more than adequate) and if they don't comply you will be moving on with others.

Be upfront with all buyers, but bottom line you don't want the business off the market for long, especially when there are other motivated buyers interested and ready to go, who may disappear if other buyers take too long in their due diligence.
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Posted at 7:52 pm in Selling A Business, Buying A Business
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