Services05 of 09
On your side of the table
Your advisers are most valuable before you agree to the terms.
Don’t assemble your transaction team after you’ve negotiated the transaction. We help you build it before you agree to terms.
Seller Team
The first question most owners ask is whether to hire a broker. The better question is what team you should have around you before you ever talk seriously to a buyer — because your advisers are most valuable before you agree to the terms you’ll eventually ask them to protect.
Who this is for
- Someone has approached you with an offer and you don’t know whether it’s a good one.
- You’re about to sign a Letter of Intent.
- You’re deciding between selling it yourself and hiring a broker or M&A adviser.
- You have a buyer — a key employee, a family member, a competitor — and the economics are roughly understood.
What we do
The work, in order.
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Broker or M&A adviser
A strong intermediary creates separation between you and the buyer, protects confidentiality, screens and qualifies buyers, organizes the flow of information and can create competition among several of them. The biggest advantage isn’t finding a buyer — it’s discovering whether there is a better buyer, a better price or a better structure. But not every broker is the right broker. For a substantial electrical, plumbing, HVAC, mechanical, sewer, construction or service contractor, the adviser should understand contractor transactions and the right buyer universe: industry experience, transaction size, buyer network, confidentiality process, fee structure, references and actual closing history.
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The transaction attorney
Engaged before you sign a Letter of Intent or any other meaningful deal document. A Letter of Intent looks simple, but it sets purchase price, asset-versus-equity structure, cash at closing, seller financing, earn-outs, retained equity, working capital, receivables, debt, employment or consulting obligations, exclusivity and restrictive covenants. Don’t negotiate all of that, sign, and then ask an attorney to protect you — by then the leverage is gone. The broker and the attorney have different jobs; you should retain an attorney who represents your interests.
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The CPA or transaction tax adviser
The highest purchase price is not automatically the best deal. Taxes, purchase-price allocation, working capital, earn-outs, seller financing, retained equity, debt and transaction structure can dramatically change what you actually receive — and the risks you keep. A CPA experienced in business transactions should evaluate the consequences before the final structure is agreed, not after.
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Where BBC fits
We are not the broker, the law firm or the accounting firm, and we don’t replace them. We are the people who know the company — and the owner — and who make sure the team is assembled early, working from one set of facts, and working toward what you actually want. The broker understands the market strategy, the CPA understands the financial and tax consequences, the attorney understands what you are trying to accomplish. Then you — the owner — make the decisions.
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When selling it yourself may make sense
If a longtime general manager or family member wants to buy the company and the broad economics are already understood, a full brokerage engagement may not be necessary. If a credible strategic buyer approaches directly, you may hire an M&A adviser for valuation, negotiation or limited support rather than a full marketing engagement. Even then, independently determine whether the offer represents reasonable market value — and use qualified legal and tax advisers.
The principle
Don’t assemble your transaction team after you’ve negotiated the transaction.
What you get
What you walk away with.
- Selection criteria and interview questions for brokers, attorneys and CPAs who know contractor transactions
- Your Seller Team assembled and briefed before any Letter of Intent
- A term-sheet checklist — price, structure, cash at closing, seller financing, earn-outs, retained equity, working capital, covenants
- One set of facts: the financial package every adviser works from
- An owner who understands the decisions — and makes them
Insights
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