M&A Talk (Mergers & Acquisitions), by Morgan & Westfield

M&A is part art and part science, and sellers and buyers can benefit from considering the view from the other side of the negotiating table. Andrew Morbitzer goes into detail about where the art and science lie in M&A transactions. He discusses the concept of proactive vs. reactive M&A strategies, what to learn from past failed acquisitions, the lifecycle of an acquisition – from strategy to alignment, to commitment, to integration – and how to transfer this science to successful transactions. View the complete show notes for this episode. Learn More: M&A Guide | The 4 Types of Buyers of BusinessesWhy Do Some Businesses Not Sell?What Affects How Easy It Will Be to Sell My Business?M&A Due Diligence | Checklist & OverviewSelling Your Business? Hire an Attorney to Increase the Bottom LineAllocation of Purchase Price & Taxes When Selling a Business Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your Business, Acquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Dealcontact Morgan & Westfield Listen to Other Episodes: A Buyer’s Perspective — Why the Human Side is More Important Than Money in M&A TransactionsA Look Inside the Head of a Strategic BuyerHow an M&A Attorney Can Help Sell Your Business

The world of alternative investments is complex but compelling for middle-market business owners and entrepreneurs to understand. Kimberly Flynn discusses how M&A fits into the world of asset management. She defines alternative investments, explains how they fit into investment portfolios, discusses institutional money management, looks at how private equity and VC firms utilize M&A, considers options for raising capital, and speculates on the future of alternative investments and the potential impact on M&A. View the complete show notes for this episode. Learn More: Business Valuation & Return on Investment (ROI)M&A Basics: Building a Sellable BusinessM&A Seller Financing: A Complete Guide Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your Business, Acquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue,Food and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Dealcontact Morgan & Westfield Listen to Other Episodes: A VC’s Advice on Increasing the Value of Your BusinessHow to Determine When a Business is Ripe for InvestmentUnderstanding Private Equity – A Primer for Sellers

Buyers trade money for value. Understanding this is key to a company getting better tomorrow. Pricing expert Mark Stiving talks about the easiest way to increase a company’s value and looks at how pricing adjustments impact value, sales growth, and the perception of a business. He discusses developing strategies for an effective price increase, managing the timing, how a company can confidently raise prices without the fear of losing customers, and other strategies that can increase a company’s value. View the complete show notes for this episode. Learn More: Business Valuation & Return on Investment (ROI)Business Valuation: A List of Factors to ConsiderBusiness Valuation Guide: Do I need a Valuation?What’s a ‘Main Street’ vs. a Middle-Market Company?Marketing a Small Business for Sale Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your Business, Acquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Dealcontact Morgan & Westfield

Learn about the M&A growth of two start-ups in a new virtual business – mental health services online. William Masih discusses questions for sellers to ask themselves before considering an M&A transaction, raising capital, building relationships, and finding synergies with a potential partner business. He talks about making mental health therapy accessible, the mechanics of his acquisition, details on the scorecard method of valuing a business, and applying it to a company in the early stages of growth. View the complete show notes for this episode. Learn More: Business Valuation Guide: Do I need a Valuation?M&A Due Diligence | Checklist & OverviewMarketing a Small Business for SaleNon-Disclosure Agreement (NDA) | A Complete Guide for M&A Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your Business, Acquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue,Food and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Dealcontact Morgan & Westfield Listen to Other Episodes: An Insider’s Perspectives on Growing a Business Through AcquisitionsExpert Advice on Preparing for Due Diligence in Middle-Market M&AHow To Buy A Good Business At A Great Price

This edition of M&A Talk offers a refreshing perspective on what really matters in a business – the people. Austin King discusses topics that impact a seller and what his investment firm considers when making acquisitions in the industrial services sector. He discusses how cultural diligence can ensure people and culture will mesh, how to balance qualitative decisions with traditional quantitative measurements, working with owners who want to remain with the business part-time, and how building relationships impacts business. View the complete show notes for this episode. Learn More: The Basics of Independent (Fundless) Sponsors in M&AThe Role of Family Offices in M&ANet Working Capital (NWC) for M&A – A Complete GuideM&A Basics | Why Do Business Owners Sell Their Business? Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your Business, Acquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Dealcontact Morgan & Westfield Listen to Other Episodes: Family Offices – What They Look for When Buying a CompanyIndependent Sponsors or Search Funds – Which is Right for You?The Basics of Selling Your Business to an Independent Sponsor

Is it possible to time the sale of a middle-market company to optimize returns? How do current market conditions impact the timing and the company’s value? Dan Shea offers expert advice on considerations sellers need to look at when planning the timing of selling their business. He discusses gauging the health of the market, the economic indicators owners need to consider, the art versus the science of valuation, and the importance of considering personal circumstances and getting advice from experts. View the complete show notes for this episode. Learn More: M&A Basics | Why Do Business Owners Sell Their Business?M&A Reps & WarrantiesQuality of Earnings in M&A – The Ultimate GuideWhat’s a ‘Main Street’ vs. a Middle-Market Company? Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal.contact Morgan & Westfield Listen to Other Episodes: The Art and Science of Valuing a Middle-Market Business Expert Advice on Preparing for Due Diligence in Middle-Market M&AThe Benefits of Selling Your Company to a Family Office

Everything buyers and sellers need to know about negotiating a $25 million to $500+ million purchase agreement. Drew Polekoff discusses the elements of a purchase agreement for middle-market transactions, including how to lay the groundwork with the LOI, details on each section of the agreement, common mistakes that can cause issues with negotiations, the process of preparing and signing the purchase agreement and who is involved, and advice to buyers and sellers on how to get the transaction closed. Learn More: Negotiating the Letter of IntentM&A Basics | Asset vs. Stock SaleM&A Reps & WarrantiesThe Role of an Escrow Agent when Selling or Buying a Business Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueA Beginner’s Guide to Business ValuationThe Exit Strategy HandbookClosing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: Top 4 Issues for Sellers to Avoid with an LOIGuidance for Writing a Buy-Sell AgreementExit Planning Strategy

Managing expectations and understanding what potential buyers look for is critical to selling a business successfully. Jason Hullender offers tips on how to get the sale of your business across the fifty-yard line and into the end zone. He discusses the top areas where buyers and sellers have unrealistic expectations, the importance of a company’s valuation, understanding EBITDA, how customer concentration and competitive advantages fit into the mix, and why you should be prepared for the due diligence process. Learn More: Quality of Earnings in M&A – The Ultimate GuideBusiness Valuation Guide: Do I need a Valuation?M&A Due Diligence | Checklist & OverviewHow Long Does it Take to Sell a Business? Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueA Beginner’s Guide to Business ValuationThe Exit Strategy HandbookClosing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: Expert Advice from a Buyer – Why You Should Prepare Your Business for SaleTop 4 Issues for Sellers to Avoid with an LOIThe Emotional Rollercoaster of Buying or Selling a BusinessWhy You Need to Consider Taxes Before Selling Your Business

The Corporate Transparency Act may require small businesses to report information about their ownership to the government. Bill Wiersema returns to M&A Talk to discuss the positive aspects of the CTA and the challenges it presents to small business owners. Designed to combat illicit activity and funding for terrorism operations, Bill discusses who is impacted, what information is gathered, the limitations of how the information is used, concerns to be aware of, and the enforcement mechanisms that are in place. Learn More: Strategies for Maintaining ConfidentialityHow Does Entity Type Affect the Sale of My Business?M&A Due Diligence | Checklist & Overview Additional Resources: Planning to sell your business? Schedule a free consultation today. Download a free PDF copy of The Art of The Exit: The Complete Guide to Selling Your Business and Acquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue. Purchase your copy now of A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal Contact Morgan & Westfield to request a free copy of Jacob Orosz's latest book, Food and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. To suggest guests, topics, or questions for future podcast episodes, contact Morgan & Westfield. Listen to Other Episodes: Cooking the BooksTop Seven Issues Today Critical to Understanding Quality of EarningsWhy You Need To Think About Taxes Early When Selling a Business

Qualified small business stock (QSBS) is a provision in the U.S. tax code that can provide tax-free income to investors. This engaging conversation about the tax benefits of QSBS is geared toward buyers and sellers. Jessica Fairchild and Andrew Szymulanski discuss who benefits from QSBS, what the requirements are to qualify for this tax benefit, and ways to make the structure work for a small business sale or acquisition. Discover why it’s worth possibly structuring a transaction to qualify for QSBS treatment. Learn More: The Basics of Independent (Fundless) Sponsors in M&AThe Role of M&A Lawyers When Selling Your BusinessSelling Your Business? Hire an Attorney to Increase the Bottom Line Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueA Beginner’s Guide to Business ValuationThe Exit Strategy HandbookClosing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: How an M&A Attorney Can Help Sell Your BusinessImportance of Having an Attorney When Selling or Buying a BusinessThe Basics of Independent SponsorsThe Basics of Selling Your Business to an Independent Sponsor

Building a successful business is hard. Taking it to the next level is even harder. Adam Coffey returns to M&A Talk with tips for entrepreneurs on scaling up and making success inevitable for middle-market companies. He discusses the issues that come with scaling a company, finding capital and using exit plans to fund growth, how to generate wealth for owners and employees, why a company’s culture is critical to its ultimate success, and building an equity incentive plan to retain talented employees. Learn More: Business Exit Plan & Strategy Checklist | A Complete GuideM&A Basics: Building a Sellable Business The Private Equity Toolkit with Michael Roher Additional Resources: Planning to sell your business? Schedule a free consultation today. Download a free PDF copy of The Art of The Exit: The Complete Guide to Selling Your Business and Acquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue. Purchase your copy now of A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal Contact Morgan & Westfield to request a free copy of Jacob Orosz's latest book, Food and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. To suggest guests, topics, or questions for future podcast episodes, contact Morgan & Westfield. Listen to Other Episodes: Everything An Entrepreneur Needs to Know About Selling to PE FirmBehind the Scenes – A Founder’s Lessons from Selling 4 BusinessesThe Basics of Selling a Middle Market Company

Talking about selling a middle-market company to a family office vs. a PE firm, James Carey has a detailed conversation on the differences between these buyers. He discusses the time frames each has for seeing a return on their capital investments, what a family office looks for when deciding to partner with an entrepreneur, why family offices tend to be hands-on in how they operate and interact with their portfolio companies and the implications these issues have on the sales process and afterward. View the complete show notes for this episode. Learn More: The Role of Family Offices in M&AThe Private Equity Toolkit with Michael RoherThe Basics of Independent (Fundless) Sponsors in M&AM&A Guide | The 4 Types of Buyers of Businesses Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: Selling Your Company to a Private Equity Firm vs. a Family OfficeFamily Offices and Management Buyouts – What You Need to KnowFamily Offices – What They Look for When Buying a Company

If you get an email out of the blue expressing interest in buying your company, does this mean you have a buyer before you even knew you wanted one? Not quite. Channing Hamlet discusses what information to have at your fingertips and how to avoid a potential bait-and-switch marketing ploy. He discusses handling different situations, the importance of doing market research on your own company, understanding the marketplace and potential valuations so you can respond with knowledge rather than a gut reaction. Learn More: M&A Guide | The 4 Types of Buyers of BusinessesHow Long do Buyers of Businesses Stay in the Market?Business Valuation Methods in a NutshellLetter of Intent Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue.A Beginner’s Guide to Business ValuationThe Exit Strategy HandbookClosing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: Financial Due Diligence – Why It’s Important to Prepare for the Sale of Your CompanyHow to Build Maximum Strategic Value in Your BusinessMaximizing Profits: Key Insights on Preparing a Company for Sale from an Experienced M&A Attorney

Hybrid capital, or revenue-based financing, might be the solution for a middle-market business owner seeking capital to grow while still maintaining control of their company’s strategic direction. Neil Johnson explains how this model of revenue-based financing works. This detailed discussion covers who can benefit from this approach, how the interest rate flows, how lending multiples are calculated, unitranche debt, and the debt-like and private equity-like features built into this hybrid model of financing. Learn More: Small Business Acquisition FinancingM&A Seller Financing: A Complete GuideArrange FinancingM&A Seller Financing: Handling a Buyer Default Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue.A Beginner’s Guide to Business ValuationThe Exit Strategy HandbookClosing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: Family Offices and Management Buyouts – What You Need to KnowFinancing an Acquisition – What Buyers and Sellers Need To KnowExpanding Your Business with Growth EquityWhat Does the Future Look Like for Middle Market Valuations?

The subject of taxes may be dry, but when it comes to selling a business, taxes can’t be avoided forever. Tax attorney Alex Denault discusses the differences between a CPA and a tax attorney, how an asset sale versus a stock sale impacts tax implications, successor liabilities and how they influence a transaction, the IRS ramifications of asset allocation, double taxation risks for C-Corps, when sales taxes apply, and some general rules on what sellers can expect in terms of paying taxes when they sell a business. Learn More: M&A Basics | Asset vs. Stock SaleAllocation of Purchase Price & Taxes When Selling a BusinessAdjusting Financial Statements: A Complete Guide Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue.A Beginner’s Guide to Business ValuationThe Exit Strategy HandbookClosing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: (based on podcast notes) Do You Need Tax Insurance When Selling Your Business?How an M&A Attorney Can Help Sell Your BusinessExpert Advice from a Buyer – Why You Should Prepare Your Business for Sale

Buying a business starts with finding the right business. Best-selling author and experienced acquirer Richard Parker covers the basics a buyer should know before looking at buying a business. He discusses how to arm yourself with the right knowledge and guidance to make educated decisions, the importance of identifying the right business for yourself – one that matches your strengths, how the lack of knowledge can paralyze potential buyers, and the top mistakes people make when looking at buying a business. Learn More: Why is the Range of Possible Values so Wide for a Business?Business Valuation Basics: 9 Critical Concepts to UnderstandM&A Due Diligence PreparationThe Basics of Independent (Fundless) Sponsors in M&A Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue.A Beginner’s Guide to Business ValuationThe Exit Strategy HandbookClosing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: Financing an Acquisition – What Buyers and Sellers Need To KnowWhat a Buyer Looks for When Acquiring a Middle-Market BusinessFinancial Due Diligence – Why It’s Important to Prepare for the Sale of Your Company

The role of independent sponsors as investors is growing in the M&A world. Bakari Akil is an acquisition entrepreneur, and he shares his inspiring story of learning the ins and outs of buying companies and provides tips on getting started. He defines independent sponsors and search funds, clarifies the differences between these acquisition models, and discusses the role of the investor. Bakari also talks about his experience as a digital nomad and the lessons he’s learned while working around the world. View the complete show notes for this episode. Learn More: The Basics of Independent (Fundless) Sponsors in M&A Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue.A Beginner’s Guide to Business ValuationThe Exit Strategy HandbookClosing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: What Sellers Should Know About Selling Their Business to a Search FundThe Basics of Selling Your Business to an Independent SponsorExpert Advice on Preparing for Due Diligence in Middle-Market M&A

The due diligence process is stressful and has high stakes for both sides of any acquisition. Jonathan Wilson returns to M&A Talk to highlight the importance of preparing for the due diligence stage and what to expect during this period of a business sale. He discusses the differences between how various types of buyers handle due diligence, gives an overview of what documents are needed, what to look out for, the need for speed, and how to prepare for due diligence from the very beginning of the sale process. View the complete show notes for this episode Learn More: M&A Due Diligence | Checklist & OverviewM&A Due Diligence PreparationThe Role of Family Offices in M&A Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue.A Beginner’s Guide to Business ValuationThe Exit Strategy HandbookClosing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: After the Sale – Planning a Smooth Integration with the Buyer8 Simple Ways to Increase the Value of Your BusinessDo You Need to Prepare for Due Diligence When Selling Your Business?Why Seller Due Diligence is Vital to a Successful Sale

A management buyout, or MBO, offers an attractive option for selling a middle-market company to the people who know it best – the management team. B.G. and Geordie Lemmon discuss how their family office views these businesses as partners and share insights on what can make an MBO successful. They discuss what the family office looks for in a company, how the finances work, how the management team is involved, how the company can grow over time, and what this means for the next generation of management owners. View the complete show notes for this episode. Learn More Business Broker and M&A Advisor Fees: A Comprehensive GuideSBA Financing When Buying or Selling a BusinessM&A Basics | Why Do Business Owners Sell Their Business? Additional Resources: Planning to sell your business? Schedule a free consultation today. Download a free PDF copy of The Art of The Exit: The Complete Guide to Selling Your Business and Acquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue. Purchase your copy now of A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal Contact Morgan & Westfield to request a free copy of Jacob Orosz's latest book, Food and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. To suggest guests, topics, or questions for future podcast episodes, contact Morgan & Westfield. Listen to Other Episodes: Behind the Scenes of a Family OfficeWhy You Should Consider Selling Your Business to a Family OfficeSelling Your Company to a Private Equity Firm vs. a Family Office

Taxes – taxes – taxes. The best way to deal with them is to be prepared, and Bill Wiersema returns to M&A Talk to do a short show with a big punch. He covers some of the little-known issues that come up around taxes when selling a middle-market business. He talks about the tax implications of stock deals vs. asset deals, double taxation, and tax differences between an S-Corp and a C-Corp. He explains what an F reorganization is, how it may be a solution, and the advantages and limitations of an LLC vs. an S-Corp. View the complete show notes for this episode. Learn More The Role of Accountants When Selling Your BusinessHow Does Entity Type Affect the Sale of My Business?18 Differences Between Valuing Public and Private Businesses Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue.A Beginner’s Guide to Business ValuationThe Exit Strategy HandbookClosing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: Tax Insurance: The Business Solution You Didn’t Know Was PossibleHow an M&A Attorney Can Help Sell Your BusinessDo You Need Tax Insurance When Selling Your Business?