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Q: negotiating a business purchase ( Answered,   1 Comment )
Question  
Subject: negotiating a business purchase
Category: Business and Money > Small Businesses
Asked by: joemak5-ga
List Price: $15.00
Posted: 25 Aug 2003 18:06 PDT
Expires: 24 Sep 2003 18:06 PDT
Question ID: 248724
I am looking to purchase a business and currently looking at an
opportunity. As a rule of thumb, how much off the asking price should
one begin negotiations without offending the current owner (who is
very motivated.)
Asking price 300k.
150k down payment. 
The numbers above fit with the current earnings (EBITA) for this type
of business.  I really want some outside opinions about where to start
negotiating.  Thanks in advance
Answer  
Subject: Re: negotiating a business purchase
Answered By: taxmama-ga on 27 Aug 2003 09:18 PDT
 
Dear Joe, 

If the asking price is in line for the industry and the business,
but you want to pay less, look at these issues:

Down payment
  If you give them more money up front, how much will they reduce
  the total price? For some people, money now can make a huge difference.

Overall price
   If they want to hold firm on the price, perhaps spread the payments
   longer sho it doesn't choke your cash flow.
  
How soon is the lease expiring?
  If soon, request a discount for that.

The customer base:
  What assurance do you have that they will stay with you?
  So, arrange for a discount on the basis of client attrition
  within a year. Hold back, say 30% of the total price and 
  only pay it if x% of clients remain. 

What fixed assets come with the business?
  What's their condition?
  Can you do better by letting the owner keep them and getting new equipment?
  Are they owned or leased? 
  If leased, you're getting nothing - just taking over payments. Negotiate.

Employees:
  Are there any, or just the owner?
  Who will be there to handle the transition for the comfort of the customers?
  Are there employees you won't want, but are stuck with? 
    That's a good place to negotiate. 
    i.e. either the owner fires them or you pay less for the inconvenience.

Vendors
   What are his relationships with vendors? Does he owe them money?
   Has he been behind in payments? This will make your costs a bit
   higher for supplies or materials. Negotiate.

Taxes
  Does he owe any sales or payroll taxes? Buying his business or his
  inventory could make you liable. Bring that out in the open, regardless. 

External conditions
  SCOUR the news for business information about the area.
 
  Why are they REALLY so motivated?

  Find out about construction, repairs, development, etc. 
   One person I knew bought a business from someone 'motivated' to sell.
   He got a good price. Only the seller didn't tell him they would be
   tearing up the street in front of the shop for the next 6-12 months
   for planned roadwork. He quickly went bankrupt because customers 
   couldn't drive in. (a tire shop)

  See if there is anything in the news, Better Business Bureau, Chambers,
  etc. about this business. Are there customer problems, complaints, 
  bad blood with other local businesses? Check with small claims courts
  records about suits by or against him.

  Check with the police about incidents in the area.

See what you can use that won't quite discourage YOU from buying the 
business, but might devalue it when brought up to the seller.


In general, find out how long the business has been on the market.
If it's been up for sale for a long time, you have some room to 
lowball the offer. 

Also, is anyone else interested in buying it? I mean now.

If you're the only bidder and it's been up for a while, offer
5% or up to 10% less. 

If it's a good business, I wouldn't go much less. 

If you really know it's a solid business, don't go more than
5% less unless you know the seller is really in a bind.
Then, it's up to you if you want to go for the jugular.

I hope this helps.

Best wishes

Your TaxMama-ga
Comments  
Subject: Re: negotiating a business purchase
From: probonopublico-ga on 25 Aug 2003 22:49 PDT
 
In my experience, a good opening gambit is to ask, 'Is that your best
price?'

Then, after you have reached the starting point but before a
contractual relationship, you may find some areas where the business
is not quite what it seemed.

In any event, you should try and build some warranties into the
contract.

A 150k down payment seems high ... is that negotiable?

It all depends on the business and how confident you are that the
agreed price represents a good deal.

Of course, there's always the risk that another prospective buyer
might pop up and take it from under your nose.

Good luck!

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