Why is Confidentiality Important in a Sale or Merger?
 
By William B. Pipes • Business Broker Please note that information in this article may be time sensitive and specific to the date it was originally published. Please contact the author for updates to this information.

Confidentiality is very important during a sale or merger process to maintain current employees and customers. Trained employees and a loyal customer base are valuable assets of a business. Most people don't like change, unless they initiate the change. If an employee or customer is expecting an ownership change, then they may be the first to make a move to another company.

Suppliers and competitors do not make good purchase candidates. They’ve been known to tell other competitors and established customers about contemplated transition intentions. This tactic will not help the business value while locating a purchase prospect.

A professional business intermediary can design an encompassing confidential marketing plan for transition of your business or practice while protecting its value, by adhering to the following outline:

Preparatory Pre-market value Enhancement
a) Financial (tax reduction vs. value reduction)
b) Managerial Execution

Discovery phase — operations & financial
a) Recast financial statements
b) Estimate current market value
c) Positive & negative points of the offered business

Confidential marketing plan
a) Preparation of business executive review
b) Identify potential buyers for confidential marketing
c) Corporate buyers, investors and entrepreneurs

Potential buyer interest
a) Qualify potential buyer and nondisclosure
b) Coordinate the potential buyer & seller meetings

Assist in negotiation between potential buyer and seller
a) Understand buyer and seller motivation
b) Facilitate an acceptable purchase / sell agreement

Offer to purchase / letter of intent (LOI)
a) Written offer to purchase or LOI from potential buyer
b) Potential buyer deposit check with LOI to escrow agent

Coordinate due diligence for potential buyer
a) Time and date with seller, buyer or advisors
b) Lender introductions — loan package request
c) Work with all parties to resolve issues

Coordinate with closing agent
a) Authorization from buyer and seller to closing agent
b) Assist agent with any additional information required

Bill Pipes is president of Breckenridge Pipes & Co. in Orange Park.
He can be reached at (904) 264-4888 or bpipes@breckbroker.com.