Selling

Selling an established, mid-size business

Once a business runs with a team and has steady profit, more kinds of buyers start to look: holding companies, private equity groups and strategic buyers. Expect several months from first contact to closing, and have three years of clean financials, a solid lease and a management team in place.

Canada Place and the downtown Vancouver waterfront at sunset

Seller representation

What selling a mid-size business involves

A plain explainer if you’re new to this.

  1. What it is

    A business with a team and steady profit

    It runs with managers and staff, so it doesn’t rely only on you.

  2. How buyers value it

    Earnings and how they last

    Buyers look at earnings, customer concentration, staff, and how much the business depends on you.

  3. Structure

    Shares or assets

    A share sale may qualify for the lifetime capital gains exemption on small business shares. An asset sale can suit the buyer. See CRA’s capital gains guide and talk to your accountant.

  4. What I check

    Lease and property

    I look at the lease term, renewal options and assignment terms, or the property if you own it.

Who buys these

Long-term holding companies and family offices that buy to keep. Private equity groups, especially at the larger end. Strategic buyers: competitors, suppliers or customers who want what you’ve built.

Each values a business differently, so it helps to reach more than one kind.

What they look for

  • Several years of steady, documented profit.
  • A manager or senior team that can run things without you.
  • Customers spread out, so no single one is too big a share of sales.
  • Staff who are likely to stay.
  • A lease or property that supports the business for years.

The real estate side

At this size there may be a long lease, more than one location, or a building you own. Each needs planning: landlord consent, enough lease term for the buyer’s lender, and a decision about whether the building is part of the sale. This is my day job, and it is where a lot of mid-size sales get stuck.

Timing

For an established business with clean books and a solid lease, six months to a year from the first call to closing is a common range. Owners who start preparing a year or two ahead usually do better.

Questions people ask

Do private equity buyers keep the owner on?

Often for a transition period, sometimes longer with a share of the business. Agree on it in writing.

Should I sell the building with the business?

It depends on the buyer. Some want both, some prefer a lease from you. We can test both.

How confidential is the process?

Buyers sign a confidentiality agreement before they see details, and you decide when staff hear about it.

What should I gather, ask and watch for?

Documents to gather

  • Three years of financial statements and tax returns
  • The lease and every amendment, or title if you own
  • Management team and key customer contracts
  • Shareholder agreement and corporate records

Questions to ask

  • Share sale or asset sale, and the tax on each? (ask your accountant)
  • Will the landlord consent to assigning the lease?
  • Do my shares qualify for the lifetime capital gains exemption?
  • How long will I stay on after the sale?

Common mistakes

  • Starting with too little term left on the lease
  • Messy books that buyers can’t follow
  • Telling staff or customers too early
  • Leaving the tax planning until after a deal is signed

Typical timeline

  1. 1 to 3 years beforeClean up books, extend the lease, plan tax
  2. Months 1 to 3Prepare the package; confidential marketing
  3. Letter of intent to due diligenceOften 30 to 90 days
  4. ClosingLandlord consent, lawyers, transition

Typical ranges. Your lease, lender and the City set the real dates.

Go deeper

If you’re looking for more details

What buyers ask for, in order
  1. A short anonymous summary
  2. Financial statements, usually three years
  3. A confidentiality agreement before details
  4. A letter of intent
  5. Due diligence: books, contracts, staff, equipment, lease
  6. Final agreement and closing
Getting ready a year or two ahead
  • Clean up the books
  • Move key relationships onto the team
  • Sort out the lease or property
  • Fix the small problems buyers will find
  • Talk to your accountant about the tax side, including whether the lifetime capital gains exemption could apply to a share sale

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Next step

Selling an established business?

Start with a confidential call about the business and the real estate.