If you have a house or building for sale, you shout it from the rooftops seeking maximum exposure. If you have a business for sale, the last thing you want is customers, suppliers and especially employees finding out. Everything is HIGHLY confidential. Think it makes finding buyers a little more difficult?
Real estate transactions usually feature both buyer and seller agent representation. Buyers and sellers are guided through the process, inspections are done, lenders engaged, and most eventually close.
Business sales involve several more steps and moving parts. Letters of Intent (LOI) are drafted and submitted to the seller by the buyer. Serious buyers and sellers will each retain an attorney to review and rework (as required) the LOI. The LOI outlines the broad steps of the deal. A period of due diligence is included where the financial information (usually involving accountants on both sides) is provided by the seller to the buyer for review. A whole list of items could also be requested as part of due diligence including equipment lists, employee profiles, lease agreements, contracts, inventory, insurance, etc.
Most deals require financing. Many deals require partial seller financing. Lenders are usually able to fairly easily get appraisals that support the purchase price of homes or buildings. Valuing a business is much more complicated and harder to nail down (that’s a whole other post). Think the lender is going to spend more time scrutinizing the deal and demanding a higher interest rate than they do with real estate deals?
Assuming you clear due diligence and loan approval (a number of deals crash during this time), the attorneys will get to work on a final Purchase Agreement. LOI’s are generally broad strokes and non binding to either party. Purchase Agreements are detailed and binding to both parties.
Even after close, not all deals are complete. There could be future earnouts the buyer pays the seller. There is most likely a promissory note with payments to the seller if seller financing was involved. There could be a consulting contract the outgoing owner signed to provide support to the new owner for a period of time.
If nothing else, I hope this summary has convinced you there is very little resemblance to a real estate deal and selling a business!