Review a Detailed Asset List
As part of your due diligence process, thoroughly reviewing a detailed asset list is essential when considering a business acquisition.
Through meticulous asset valuation and management analysis, you'll gain insights into the business's financial health and operational capabilities, empowering you to make an informed decision about the investment's potential for long-term growth and profitability.
Prepare a Conditional Offer to Purchase or a Letter of Intent Agreement
When preparing your conditional offer or letter of intent, you'll need to evaluate whether you're proposing an asset sale or a share sale, as this decision will considerably impact the transaction's structure and tax implications.
Additionally, it's essential to address the training and transfer agreement, which outlines how the current owner will assist in transferring knowledge and operational responsibilities to you as the new owner.
Asset Sale vs Share Sale
In preparation for making an offer on a company, you'll need to decide between an asset sale or a share sale. These two options have distinct implications for both the buyer and seller, particularly regarding asset transfer and tax implications. Understanding the differences is vital for making an informed decision that aligns with your financial goals and risk tolerance.
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Aspect
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Asset Sale
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Share Sale
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What's Transferred
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Specific assets
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Entire company
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Liabilities
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Buyer chooses
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All transferred
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Tax Implications
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Typically favors buyer
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Often benefits seller
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Business Valuation Using the Market Comparable Income Approach
The most common method used to determine a fair sale price for a business is calculating a multiple of EBITDA (earnings before interest, taxes, depreciation and amortization), and or, a multiple of SDE (Seller Discretionary Earnings) which is simply EBITDA plus a manager’s wage (normalized to market). Both are measures of a company’s ability to generate operating earnings for the owner.
The multiples vary slightly by industry and are typically in the range of three to four times EBITDA for a small to medium sized business or two to three times SDC for transactions under $650,000.
Training & Transition Agreement
Once you've decided on the type of sale, it's crucial to prepare a conditional offer to purchase or a letter of intent (LOI) agreement.
This document should outline the training methods and transition support you'll receive from the current owner. By securing a thorough training and transition agreement, you'll guarantee a smooth transfer of knowledge, critical operational insights, and established relationships, empowering you to maintain the company's success and chart your own course for growth.
Prepare a Detailed Business Plan for Financing
Preparing a detailed business plan is essential when you're seeking financing for your Toronto business acquisition. This extensive document won't only guide your entrepreneurial journey but also demonstrates your commitment to potential lenders.
A well-crafted acquisition plan should include:
- Thorough market analysis
- Realistic financial projections
- Clear operational strategies