Process

Running your business while you sell it

· Benedicta Capital

When an owner decides to sell, attention naturally shifts to the deal: meetings with buyers, questions from advisers, drafts of the sale agreement. Meanwhile the business still has to be run. Customers still need serving, staff still need leading and the month still needs to close on time.

This matters more than it might seem. A buyer is not only looking at your past results. They are watching how the business performs while talks are under way, and a dip in trading during the process can reopen conversations about price and terms that you thought were settled.

Why trading during the process matters

Most offers are based on recent figures and an expectation that the business will carry on broadly as it has. If sales slow, a large customer drifts away or costs rise sharply before completion, the buyer will want to understand why. In some cases they will ask to adjust the price, add protections to the sale agreement, or delay completion until they are comfortable again.

None of this is unusual or unreasonable. It simply means that keeping the business steady is one of the most effective things you can do to protect the deal you have agreed.

Decide who carries the day-to-day load

A sale takes up more of an owner's time than most expect, particularly during due diligence. Before the process becomes busy, think about which of your responsibilities can be shared. A trusted finance lead, operations manager or senior colleague may be able to take on more of the routine decisions for a few months.

If only a small number of people know about the sale, you may not be able to explain why you are stepping back. That is fine. You can frame it as giving people more responsibility, which is often true and usually welcome.

Protect your time

It helps to set aside fixed blocks in the week for deal work, rather than letting it spill into every day. Ask your advisers to batch their questions where they can, and agree a regular check-in rather than a constant stream of calls. Most diligence requests can wait a day or two without harming the timetable.

Equally, keep the routines that keep the business healthy: your management meeting, your key customer calls, your monthly review of the numbers. These are easy to let slip when the deal feels urgent, and they are exactly what a buyer hopes to see continuing.

Keep your customers and suppliers close

Your most important relationships deserve extra care during a sale. Stay in regular contact with your largest customers, deliver what you have promised and deal quickly with any service issues. With suppliers, keep paying on normal terms and avoid surprises.

You do not need to tell them about the sale before it is appropriate, and in most cases you should not. The aim is simply for them to experience the business exactly as they always have.

Think carefully before big decisions

Once you have agreed heads of terms, the sale agreement will usually include promises that the business will be run in the normal way until completion. That often means checking with the buyer before signing a major contract, taking on significant new borrowing, changing senior pay, or selling important assets.

This is not the buyer taking control early. It is a reasonable way of making sure the business they are buying is the one they agreed to buy. If a genuine opportunity or problem comes up, talk to the buyer openly. A good buyer will usually be practical, and raising it early is far better than explaining it afterwards.

Keep the numbers current

Buyers often ask for up-to-date management accounts throughout the process, and sometimes for a short commentary on trading. Make sure your monthly figures are produced on time and that you understand any movements before the buyer asks about them.

If something has gone less well than expected, say so plainly and explain what you are doing about it. Buyers are used to businesses having good months and bad months. What unsettles them is finding out late.

Look after your team, and yourself

If your management team knows about the sale, keep them informed about how it is progressing and make sure they are not being stretched too thin. If they do not know, watch for signs that rumours are starting and be ready to respond calmly.

It is also worth acknowledging that a sale can be tiring. Long hours on the deal on top of running the company can wear anyone down. Building in some rest is not a luxury. Clear, calm decisions in the final weeks are worth a great deal.

A short checklist

While a sale is in progress, these are the points we would suggest keeping in view:

  • Hand some day-to-day decisions to trusted colleagues before diligence gets busy.
  • Set fixed time each week for deal work and ask advisers to batch questions.
  • Keep your regular management meetings and customer calls going.
  • Stay close to your largest customers and keep paying suppliers on normal terms.
  • Check the sale agreement before making major commitments, and talk to the buyer early if something comes up.
  • Produce monthly figures on time and explain any movements openly.
  • Look after your team, and leave yourself some room to rest.

How we approach this

As a long-term buyer, we would much rather an owner keeps running their business well than spends every hour on paperwork. We try to keep our requests focused, agree a sensible timetable and stay practical if something unexpected happens during the process. If you would like a private conversation about how a sale to us would work alongside the day job, a short call is a good first step. There is no obligation either way.

Next step

Talk it through in confidence.

If any of this resonates, a short call is enough. We will not contact your staff, customers, or competitors.

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