• Selling
  • Buying
  • Exit Planning

Selling your business

Now may or may not be the right time to sell. It is important to understand the process and set realistic expectations before committing to a sale. Speaking with a broker or an advisor can save you a lot of time and headache down the road.

01. Valuation

01. Valuation

Before you commit to a sale, it is important to ensure that your sale price expectations are in the same ballpark as the current value of your business. First, you will provide some high levels details about your business, including Profit and Loss Statement, Google Analytics access and an Owner Questionaire. Once complete, our team of analysts will provide you with a valuation within one business day.

02. EBA

02. EBA

If it’s not the right time to sell, we will work with you on developing an exit plan, with the aim of increasing your business’ value over time. However, should you decide that now is the right time to sell, the next step is to engage in an Exclusive Brokerage Agreement (EBA). The standard length of exclusivity is 90 days, however 73% of our listings close within the first 60 days.

03. Marketing Package

03. Marketing package

We will request some additional information about your business so our analysts and promotion specialists can put together a marketing package tailored to your business and the type of buyers that are likely to acquire it.

04. Sales Strategy

04. Sales strategy

Our experienced team will provide you with a strategic roadmap, detailing our recommended sales and marketing strategy. This report will include our recommended pricing strategy a list of promotional activities we believe will best position your business in front of the right buyers. You will have the opportunity to give your input and sign-off on the finalized materials before we activate your campaign.

05. Prospecting

05. Prospecting

We will actively market your business to our existing buyer network, as well as build an external list of prospects in related verticals that may have a strategic interest in your business. We make sure that no confidential information is disclosed to anyone who isn’t under a strict Non-Disclosure Agreement.

06. Vetting

06. Vetting

Interested buyers will have questions prior to submitting an offer. We will qualify each buyer and make sure they are serious about acquiring your business. You will have the opportunity to meet with interested parties over a conference call that we facilitate.

07. Offers

07. Offers

You will almost always have multiple offers to choose from. We will help you explore your options and develop counter-offers if and when necessary. When you are ready to move forward, you will need to sign a 'Letter of Intent' (LOI) agreement, which states the price, closing timeframe and the main deal terms. We will provide you with our standard template, or you may wish to use one provided by your attorney.

08. Due Diligence

08. Due diligence

The buyer will need to conduct due diligence on your business, which we facilitate to ensure you are protected throughout the verification process. It is common for the Buyer to place a 10% deposit down in Escrow to show good faith and serious consideration. Due Diligence typically takes between a 5 - 15 business days, depending on the complexity of the acquisition.

09. Purchase Agreement

09. Purchase agreement

Once due diligence is complete, you will need to sign a Purchase Agreement with the buyer. This document can be considered to be a more comprehensive version of the LOI, as it is legally binding and includes the Bill Of Sale. We will provide you with our standard template, although we encourage you to seek legal advice prior to executing the agreement.

10. Escrow

10. Escrow

To protect you and the buyer, we encourage you to use a third-party escrow service. Unless agreed otherwise, we will set up the escrow transaction as per the terms in executed Purchase Agreement. Once both parties have accepted the terms, the buyer will fund the escrow account. Escrow fees are approximately 0.7% of the transaction value and are usually split equally between buyer and seller.

11. Transition

11. Transition

When the escrow provider has confirmed the escrow account has been fully funded, it is time to begin transferring all business-related assets over to the buyer. The buyer will usually have 1 - 3 business days to inspect the assets before confirming with the escrow provider to release the funds to you. When the funds are released at closing, our agreed upon brokerage commission will be released directly to us.

12. Training & Support

12. Training & support

In almost every case, the buyer will require some post-sale training and support. Depending on the nature of the business, this support period can be anywhere from 1 week to 3 month, sometimes even longer. The training and support terms will have been agreed to by both parties in the Purchase Agreement. At this stage, we are no longer involved on a day-to-day basis, but will always available to assist you if and when needed.

Buying a business

Buying a web business can be daunting, but it doesn’t have to be! We'll walk you through a detailed approach to buying a business and help identify the right opportunities for you.

01. Dream Busines

01. Identify your dream business

Establish what the perfect business looks like for you. How old is the business? What is the business model? What industry or niche does it operate in? How many hours are required to operate it? What’s your budget? Does it need to be pre-approved for an SBA loan?

02. We’ll Put The Word Out

02. We’ll put the word out

We have access to over a million buyers worldwide. Complete a ‘buy-request’ and promote your criteria to our network. You will receive a curated list of opportunities that best match your criteria within five business days.

03. We’ll Keep You On File

03. We’ll keep you on file

Dozens of business owners enquire about our services every day. We store your purchase criteria in our database and notify you when the right opportunity comes along.

04. Ask a Million Questions

04. Ask a million questions

When you find the right opportunity, it is important to do as much analysis as possible before determining the value and putting together an offer. You will reach a point where the owner is not comfortable providing any further information about their business until you have shown some consideration. Usually this is shown in the way of a formal letter of offer and a deposit.

05. Submitting an Offer

05. Submitting an offer

Putting together an offer letter (commonly known as a Letter of Intent or LOI) can be intimidating. Its purpose is to establish the price, deposit amount, period of exclusivity, closing timeframe, and any major deal terms such as payment terms, non-compete, post-sale training and support, etc. We can provide you with a Letter of Intent agreement, or you may prefer to use your own.

06. Conducting Due Diligence

06. Conducting due diligence

Due Diligence is your best opportunity to verify that the business has been represented accurately. Common activities include revenue verification where the buyer can verify bank statements, payment accounts and tax returns. The buyer can also verify key stakeholder relationships ensuring they are transferrable under new ownership. It is also advised to verify any performance claims such as customer lifetime value, average basket size, churn rate, etc. We can guide you through the process as well as recommend third-party due diligence services.

07. Finalizing Agreement Terms

07. Finalizing agreement terms

Negotiating the terms of the final agreements can often be overwhelming for both parties, and as such, it is very common to engage an attorney. Common agreements include the Purchase Agreement, Bill of Sale, Employment or Contractor Agreements, Consulting or Advisory Agreements and Promissory Notes.

08. Funding Escrow and Asset Transfer

08. Funding escrow and asset transfer

The transfer process can be quite nerve racking, especially when transferring a huge chunk of money into an escrow account over the internet. We encourage clients to use one of our partners, Flippa.com or Escrow.com, however there are many other escrow providers out there. Once your funds have been secured, the Seller will begin transferring all related business assets over to you. After receiving all agreed upon assets, you typically have between 1 – 3 business days to inspect the assets before confirming with your escrow provider to release the funds to the Seller.

09. Training and Support

09. Post-sale training & support

In the purchase agreement, you and the seller will have agreed on the training and support terms. The frequency and timeframe typically depends on the complexity of the business, the experience level of the purchaser and the availability of the seller. We most commonly see terms ranging from between 1 – 3 months.

Exit planning

It doesn’t matter if you are looking to sell now or five years from now - every owner needs an exit plan. We will help you develop a plan and teach you what attributes buyers are typically willing to pay a premium for.

01. Valuation

01. Valuation

Establish the current market value of your business. In order to complete a valuation, you will need to provide us with a Profit and Loss Statement, Google Analytics access and an Owner Questionaire. Our team of analysts will provide you with a professional valuation, detailing the main drivers that contributed to your valuation.

02. Explore Options

02. Explore options

We will identify the low-hanging fruit that can be tweaked to immediately increase the value of your business. We will also provide you with a list of recommendations and executables such as consolidating financials, optimizing operations, introducing new revenue streams, deploying new customer acquisition strategies, expanding product and service mix, adjusting pricing models, setting up performance metrics and tracking.

03. Setting Goals

03. Setting goals

Once we give you an idea of how much each executable can increase the value of your business, it is up to you to determine how much time and resources you can dedicate to your exit plan. We will help you set realistic goals, include the eventual sale price, exit timeframe, as well as key executables and specific performance metrics your business needs to be hitting to achieve a sale for the price and deal terms you are aiming for.

04. The Plan

04. The plan

You will receive a report detailing your exit plan. We will meet with you at the beginning of each month (or quarter, depending on your preference) to review the past months’ performance. During this consultation you will have the opportunity to address any executables or metrics that are need adjusting.

05. Monthly Planning

05. We're always prospecting

Even though your business isn’t under representation or officially on the market for sale, dozens of buyers are joining our network every day. We build an extensive profile on every buyer who joins us, so it’s not uncommon to find a buyer who’s looking to acquire a business exactly like yours! Generally speaking, these types of buyers have a strategic interest and are willing to pay a considerable premium above market value.

  • Selling
  • Buying
  • Exit Planning

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Confidentiality and Non-Disclosure Agreement

In connection with the potential acquisition by you (“You” or “Buyer”) of a listing presented by EPC, INC doing business as Deal Flow Brokerage, Inc. (“EPC”, “DFB” or “Us” or “We”), Deal Flow Brokerage will be furnishing you information regarding one or more listings (“Listings”, “Listing Company”, “Seller” or “Client”), their financial and traffic performance, operations and history (“Information”) as it was provided to Us by the Seller. In consideration of obtaining this proprietary information, You agree:

1. Confidential and Proprietary Information. All the Information provided regarding a Listing, will be considered proprietary and confidential, unless such information was demonstrably publicly available prior to the time it was shared with You.

2. Non-Disclosure. Unless We agree otherwise in writing, You will not disclose or reveal any information received, including but not limited to, the URL(s) or any other identifying information of the Listing Company, its financial information, marketing efforts, vendor relationships, keyword lists, traffic sources, source code or any other information received, for two years from the date of the information being provided to You. You agree not to share this information with any person(s) or entities, other than your employees or professionals who are directly participating in the evaluation of this information, and not for any purpose other than in connection with a proposed acquisition. You acknowledge You will be liable in the event that any person or entity You share the information with violates the terms of this agreement.

3. Fair Use of Information. The Information provided You is to be used solely to evaluate whether You wish to acquire the assets of the Listing Company. You agree to not use this information as a method to discover profitable niches, business ideas, vendor relationships, marketing methods, or other Information which may be used to start up a business or aid an existing business in competition with the Listing Company. If, at the time of requesting a marketing package from Deal Flow Brokerage, you believe that you are currently, or have definitive plans to be involved in a competitive business within two years of requesting Information from Deal Flow Brokerage, you are obligated to inform Us in writing or by email prior to requesting the Information. We will seek permission from the Seller to share Information with You. You acknowledge the Seller may choose not to allow Us to share the Information.

4. Agreement Term. This agreement will apply and be binding for any and all Listings and is not limited to any single Listing. Any timeline listed in this agreement is commenced upon Your initial receipt of information from Deal Flow Brokerage regarding the individual Listing in question.

5. Availability of Information. You agree that some Sellers require Us to verify proof of available funds before sharing information, and that if you cannot produce such proof, We will not be able to share information with You for those particular Listings. Furthermore, this agreement does not constitute a right to Information on all Deal Flow Brokerage Listings. Deal Flow Brokerage and Seller(s) maintain the right to refuse to provide the Information on any or all Listings at their complete and sole discretion.

6. Updates to Terms and Conditions. This agreement will remain on file with Us indefinitely. Should Deal Flow Brokerage deem it necessary to update the terms required to view Listings, You will be presented with a new agreement with the updated terms. You may choose not to agree to changes, but in such a situation You will no longer be allowed to view Listings, and this Agreement will continue to apply to information already shared. In such a situation, the terms of this agreement will remain in full force and effect for any Listings to which You have previously been provided Information.

7. Destruction of Information. If You decide that You do not wish to pursue the acquisition of any given Listing, or if that Listing sells to another Buyer, or if one hundred eighty (180) days pass from the time You requested Information and You have not made an offer which has been accepted by the Seller, then You will return to Us all hard copies of proprietary Information and/or destroy/delete any electronic Information 
furnished to You, without keeping copies of it.

8. Non-Circumvention. You agree not to circumvent our relationship with the Listing Company in any way. You recognize that Deal Flow Brokerage has a signed agreement with the Listing Company that entitles Deal Flow Brokerage to a marketing fee should they consummate on the sale of their Listing. If You conduct a transaction with any of our Clients for any of the assets presented by Deal Flow Brokerage within two years of us presenting You with Information about the listing, and You do not inform Deal Flow Brokerage of such, You will be liable for our marketing fee if We are unable to collect it from the Seller.

9. Non-Warranty of Information. Although You understand that Seller has included in this proprietary Information certain Information considered relevant for the purpose of Your investigation, We do not make any representation or warranty as to its accuracy or completeness. You are responsible for performing Your own verification and due diligence on any Listings for which You request Information. You understand Deal Flow Brokerage passes the Information from Seller to You without offering any opinion on on its accuracy or completeness.

10. Pass Through Entity. You recognize and agree that Deal Flow Brokerage is an entity at which a Seller may list the assets of their online business for sale. Deal Flow Brokerage does not generate the Information nor verify the Information provided. All Information provided is solely the responsibility of the Listing Company. Furthermore, the decisions regarding the sale of the Listing Company’s assets are solely the responsibility of the Listing Company. Deal Flow Brokerage makes no representations outside of its status as an online marketplace.

11. Opt-In. You agree that You have voluntarily requested Deal Flow Brokerage to send You updates about new Listings (if you have signed up for Deal Flow Brokerage’s email list) as well as Information about specific Listings on which you inquire.

12. Deal Structure. You acknowledge that in all Listings We present, a Listing company has asked Us to assist in an asset sale. Should You and the Seller agree to any other form of deal other than an asset purchase/sale, You will indemnify and hold Deal Flow Brokerage, it’s advisers, contractors, employees, successors, heirs and affiliates harmless from any actions resulting in that decision. In addition, you will defend, indemnify and hold harmless Deal Flow Brokerage for any claims by successors, assigns, or interested parties to your participation in any transaction or proposed transaction contemplated by this Agreement.

13. Laws and Ordinances. You agree that for any transaction You undertake with the Listing Company for any Listings presented by Deal Flow Brokerage, that the deal will adhere to all local, state, national and international laws and ordinances and that You will indemnify and hold Deal Flow Brokerage, its advisers, contractors, employees, successors, heirs and affiliates harmless from any actions resulting from failure to adhere to one or more laws.

14. Licenship. You understand and acknowledge that Deal Flow Brokerage does not sell, or participate, in real estate transactions. If You require any real estate transfer in connection with a transaction contemplated by this Agreement, You must hire a properly licensed entity or person to do so. You understand that Deal Flow Brokerage and its employees are not financial advisers, accountants, attorneys or securities broker/dealers, You will not construe them as such and will hire any necessary professionals You feel necessary to protect your interests in any transactions contemplated by the this Agreement.

15. Arbitration. You agree that if you have a dispute with Deal Flow Brokerage, it will be settled by binding arbitration with the American Arbitration Association according to the laws of Wyoming. The sole venue for any claim related to this Agreement or any transaction or proposed transaction related to this agreement shall be the American Arbitration Association of Wyoming. You agree that any dispute will be brought solely against Deal Flow Brokerage and not against any of its brokers, advisers, employees, contractors, successors, heirs or affiliates as individuals.

16. Indemnification. You recognize and agree that Deal Flow Brokerage presents information that is provided to Deal Flow Brokerage by the Listing Company, and as such, You agree that Deal Flow Brokerage makes no representations or warranties as to the accuracy of any information presented and You agree to defend, indemnify and hold harmless Deal Flow Brokerage from any claims of misrepresentation.

17. Recovery. You agree that in no event will Deal Flow Brokerage be liable to You for any more than the amount of the marketing fee it collects in the process of a transaction involving You and the Seller.

18. Representation. You acknowledge that We represent the Seller in all transactions and that You are entitled to retain your own broker, lawyer, accountant, programmer, adviser or any other party whom You feel will help You arrive at an educated decision regarding a Listing. You further acknowledge that should You choose to hire anyone to help You with your decision and/or due diligence, You will bear all the cost related to that person’s services.

19. Escrow Services. You acknowledge that Deal Flow Brokerage is not a licensed escrow agent, but offers escrow services as a courtesy to our clients and Buyers. Any escrow services provided, excluding earnest deposits, shall be governed by a separate escrow agreement signed by all parties involved. You agree to hold harmless and indemnify Deal Flow Brokerage according to the terms of that separate escrow agreement.

20. Previous Agreements. This agreement does not nullify any previous confidentiality agreement signed between You and Deal Flow Brokerage. Should any conflict be discovered between previous agreements and this agreement, this agreement will supersede.

21. Recognition of Risk. The purchase of any Business or Business Assets is risky and the risk includes the potential loss of principle. You hereby acknowledge that you are aware of the risks of this type of transaction, and that you have chosen to proceed despite those risks. You further acknowledge that Deal Flow Brokerage does not perform due diligence on its listings and presents material information as it was presented by the seller. Buyers are responsible for conducting their own due diligence investigations and are advised to do so on all deals. Past performance is no guarantee of future performance.

22. Digital Signature. If I agree to this Confidentiality Agreement by using a digital signature instead of a hand-written signature, I understand that my digital signature is legally binding as if it were a hand-written signature. Any notices under this agreement may be sent to Your email listed below, and to Deal Flow Brokerage at legal@dealflowbrokerage.com

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