The document discusses key considerations for both buying and selling a business. When selling a business, owners should ensure the business is structured to maximize value and provide accurate financial records. Buyers will examine financial statements, assets, staff, value-adding opportunities, and trends. Effective communication is important when announcing the transaction internally to staff, externally to clients, and to the public.

1. Buying or Selling a Business: What's the
Big Deal?
Ben Edwards-Weatherby Consulting LLC.
James Olin, C2G Advisors, LLC
Cori Davies, Resort Realty

2. Selling a Business: What's the Big
Deal?
• Are you ready?
• Many times Owners are ready to sell the business, but
the business may not be poised for sale or structured to
achieve maximum return.
• Get your business in ORDER…
• How would you business look from an outsiders perspective?
• Purchase Price
• Properties
• Personnel
-Ben Edwards
Weatherby Consulting LLC/ Newman-Dailey Resort
Properties, Inc

3. Selling a Business: What's the Big
Deal?
• Get your business in ORDER…
• How to maximize the Purchase Price…
• Accurate, reliable and consistent financial reporting
• Income Statement
• Balance Sheet
• Clear ability to tie material balances back to source
documents
• Payroll Providers/Tax Returns
• Sales Tax Returns
• Corporate Tax Returns
• Bank Statements
• Add backs
• Adjusting earnings for those items not appurtenant
to the business operations
• Is the timing right?
• Employees, Owners and the Process
-Ben Edwards
Weatherby Consulting LLC/ Newman-Dailey Resort Properties, Inc

4. Selling a Business: What's the Big
Deal?
• Create a Buyers Package…
• Create a buyers package that provides enough
information to determine the perspective buyers
interest level, but not too much information that may
be harmful to the ongoing operation should a
prospective buyer not be interested.
• Focus on qualitative and quantitative information to
include:
• A narrative about the company
• Reason for selling
• Description of assets being sold
• Financial information
• Identify opportunities -Ben Edwards
Weatherby Consulting LLC/ Newman-Dailey Resort
Properties, Inc

5. Selling a Business: What's the Big
Deal?
• Disseminating the Buyers Package
and Assimilating Offers
• Make sure to have strong Non-disclosure/Confidentiality
Agreements in place before providing any information
• Only disseminate information to qualified buyers
• Be ready for questions and know your numbers
• Contact a professional to help determine which offer is best…
• Cash is king!
• Understand the financing process
• Understand the tax ramifications
• Engage Legal Counsel
• Find and utilize experienced counsel
• Prepare for Due Diligence…Now for the fun part…. -Ben Edwards
Weatherby Consulting LLC/ Newman-Dailey Resort
Properties, Inc

6. Selling a Business: What's the Big
Deal?
• Due Diligence and Closing
• This is the final and most important step in the entire sales
process
• Understanding what is fair and customary in the
diligence/closing process is paramount
• There many nuances throughout this process, that if handled
improperly, could negatively impact a sellers financial
position.
• Stay strong… Continue to run the business in its normal
course
• Understand that a post closing true-up will be performed to
clean up any transactions subsequent to closing that should
be split between the buyer and seller
• Have a detailed and clear transition plan
• Communication is key -Ben Edwards
Weatherby Consulting LLC/ Newman-Dailey Resort
Properties, Inc

7. Buy Side - My First 5 Looks
• Balance Sheet
– Is it clean and easy to understand
– One entity, or multiple entities.
• How difficult to extract necessary assets
– Ownership structure simple or complicated
• How many people have to sign off during negotiations
• Who owns what…
– Are reserves fully funded
-James S. Olin, CRE, CRB | C2G
Advisors LLC

8. Buy Side - My First 5 Looks
• Asset vs Stock Sale
– Can we acquire via stock sale if desired?
– Current liabilities and legal issues
• Has it been through the lawsuit game already?
– Chain of ownership issues
– Is the company as “clean” as it can be.
– How did the company originate and grow.
– What consents will the Seller need to do an asset
sale.
-James S. Olin, CRE, CRB | C2G
Advisors LLC

9. Buy Side - My First 5 Looks
• Staff
– Who is vital to keep happy.
– Who has direct contact with the homeowners.
• Buy-in asap
– Longevity and attitude of key staff
– Culture
• Starched vs laid back
– How much is the Seller involved in the day-to-day.
-James S. Olin, CRE, CRB | C2G
Advisors LLC

10. Buy Side - My First 5 Looks
• Value Adds
– What revenue generating activities can be added
• Ex. Real estate sales, uncharged fees, inventory
acquisition
• Synergies
– Are there personnel or other expenses that are
unnecessary if existing company is acquiring?
– Accounting, HR and Marketing likely targets.
-James S. Olin, CRE, CRB | C2G
Advisors LLC

11. Buy Side - My First 5 Looks
• Trends
– Unit count over time.
• Same store unit count, not gross
– Revenue per same unit over time.
– Staffing levels over time
– Margins over time.
– Is profit growing because revenues are growing, or is
profit growing through expense reductions!
– Less concerned about a 1 year “blip” than trends.
-James S. Olin, CRE, CRB | C2G
Advisors LLC

12. Communication
• Buy side employee/team communication
Senior leaders, executives
-Get executive team on board early.
-Develop solid communication strategy
Management
-Inform near end of deal. Their support will be essential.
-Makes them feel included, part of big picture
-Will be your “eyes and ears” after announcement
Staff
-When announced, be sure to give a point of contact,
preferably a member of the executive team.
-Give as many details as possible. Update often.
No news is perceived as bad news.
-Cori Davies | Marketing Director
Resort Realty

13. Communication
• Buy side- Homeowners/Vendors/Clients
When to announce?
-Soon after the internal announcement.
-Email correspondence is best.
In the same way as you communicated with staff, you need to remind owners
that they trust their vacation home with you because they TRUST you. So
assure them their relationship with will not be effected.
Ensure them the best is yet to come
-Cori Davies | Marketing Director
Resort Realty

14. Communication
• Sell side- Try to provide the new owners
with:
1. History/strength of your company
2. Your mission
3. Any immediate plans for change or
restructuring
-Cori Davies | Marketing Director
Resort Realty

15. Communication
• Public Announcement
-Promoting your company post-merger takes planning. This can be a great
time to bring extra attention to your business and position you as the leader
in your industry. So crafting your media messages will be extremely
important.
Things to cover:
• When did it take place
• Why you decided to buy/merge
• Big changes or business as usual
• How are both sides are settling in
Make sure there is a quote from you and maybe other members of senior management. A
quote from the other company’s former owner is important as well.
• You should also have a member of the team designated as the PR or media response
person. They can field questions and interviews from media outlets on behalf of the
company.
-Cori Davies | Marketing Director
Resort Realty