Business Brokerage
in NJ & PA

Preparing and Pricing

Before pricing, we review the business's financial performance, assets, operations and position in its market, and how much of its earnings depend on you as the owner.

Pricing starts from what the business earns, what it owns and what similar businesses have sold for. Which of those carries the most weight depends on the industry and the size of the business. We give you an opinion of what the business could sell for. It is not a certified appraisal, and for some businesses we suggest bringing in a credentialed business valuator.

Reaching Buyers

Buyers come from more than one place. The right mix depends on the business, the industry and what you want kept private. We can reach out through:

• our relationships with business owners, investors and commercial property owners
• other brokers who represent buyers
• business-for-sale sites
• advisors who know interested buyers, such as accountants, attorneys and lenders

We agree on the channels with you before anything goes out. Approaching a competitor or another company in your industry is your decision. It carries more risk of word getting out early.

Keeping the Sale Confidential

Reaching buyers does not mean telling everyone. We start with a profile that does not name the business. A buyer signs a non-disclosure agreement (NDA) before receiving the name and details.

We screen each buyer before more is shared, usually looking at the funds or financing they have, their experience and what they plan to do with the business. We release details in stages as a buyer qualifies. The aim is to keep employees, customers, suppliers and competitors from hearing about the sale early, so the business keeps running normally.

Weighing Offers

Price is one part of an offer. We also compare how it is paid, any seller financing, the buyer's own financing, the conditions attached, the timing, and whether the buyer has the experience and funds to complete the purchase.

Offers usually come as a letter of intent. A letter of intent can include terms that bind both sides, such as confidentiality and a period when you negotiate only with that buyer, so your attorney reviews it with you before you sign.

Due Diligence and Closing

After terms are agreed, the buyer checks the business: its financial statements and tax returns, customers, contracts, leases, equipment and employees. We help coordinate the requests with your attorney, your accountant and the buyer's lender, and work to keep the sale confidential while it happens.

Your attorney prepares or reviews the purchase agreement, which is usually written as a sale of the business's assets or a sale of its stock. Your accountant advises you on the tax effect, including how the price is divided among equipment, inventory and goodwill.

New Jersey's Bulk Sale Notice

The New Jersey Division of Taxation's bulk sale guidance says the purchaser or the purchaser's attorney notifies the Division at least 10 business days before the sale of a business's assets. The guidance also says the Division can require the purchaser to hold back part of the sale proceeds, and that a purchaser who does not notify the Division can be held responsible for the seller's state tax obligations.

The guidance treats shares or membership interests owned by individuals as not being business assets. Whether the notice applies to your sale depends on how it is structured, and your attorney confirms. The details are on the Division of Taxation's bulk sale page.

Where We Stop and Your Advisors Start

We prepare the business for market, reach and screen buyers, support your negotiation and coordinate the transaction. When a building or a lease is part of the sale, John and Justin handle the real estate side under OMNI's New Jersey broker license.

We are real estate licensees, not attorneys or accountants, and we do not provide legal or tax advice. We work with your advisors so each handles their part.

Who Handles the Rest

• Your attorney: the purchase agreement, legal questions, lease and license transfers, and whether the state notice applies
• Your accountant: tax effects, financial statements and how the price is divided
• The buyer's lender: financing and its requirements