TABLE OF CONTENTS

INTRODUCTION

PART I: What To Do Before Starting the Sale Process

Rule 1. Prepare your company for sale. The highest prices are always paid to owners who engage in pre-sale planning.

Rule 2. Make sure financial statements position your business in the most positive manner possible.

Rule 3. Don’t worry about income taxes. Do everything you can to maximize earnings.

Rule 4. Don’t milk the net worth out of your business prior to sale.

Rule 5. Do not sell your business only when you are ready. Sell when market conditions are peaking and the future looks the brightest.

Rule 6. Select the right mergers-and-acquisitions advisor to represent your company.

PART II: Rules To Follow During the Sale Process

Rule 7. Do not try to sell the business yourself.

Rule 8. Never state an asking price for the business.

Rule 9. Sell through a competitive auctioning process involving multiple buyers.

Rule 10. Expand your search for buyers beyond your competitors and known synergistic buyers.

Rule 11. Sell the future, not the past.

Rule 12. Educate yourself on the types of buyers in the market and how to find them.

Rule 13. Obtain the highest possible price for your business by selling to a premium buyer.

Rule 14. Understand the buyer’s mentality.

Rule 15. Do not sell to employees or competitors.

Rule 16. Keep the sale process confidential.

PART III: What You Need To Know During the Sale Process

Section 1: Issues that could cause your sale to fail

Section 2: How to sell without an asking price

Section 3: The sale process

Section 4: Key steps in the sale process

Section 5: How deals are structured

Section 6: The most common structures for deals and how I rate those structures

Section 7: The final message

Table: Summary of the factors that maximize the value of a business

Glossary of terms used in mergers and acquisitions

Appendix A: Checklist for “due diligence”

Appendix B: Example of a Memorandum of Information