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Market Outlook

(continued)

Develop Your Own
Game Plan for a Sale!

There are several factors we think you should consider when and if you decide to sell your newspaper company.

We've put together a check list that should prove beneficial in selling the business.

The first focus for you and your advisor should be on buyers that perceive your company to be the most valuable, in your opinion.

Put together a complete file in one place that will include all important information the prospective buyer is expected to request in the due diligence process. This should include ad contracts, licenses, leases, circulation verification, tax returns, etc.

Solve ahead of time if possible any law suits and government matters before putting the business on the market. Issues of this type can complicate a transaction.

Use a competent CPA and select a lawyer who has had experience in transaction work. Assume the buyer will have a transaction attorney.

Try to have depth of management in place before going to market. If the publisher is the only strong management the value of business probably will be discounted. Don't let the prospective buyer know if you work 12 hour days and don't take vacations.

After checking references, hire an experienced intermediary who can be your agent and carry on conversations with the prospective buyer. Successful sales don't just happen. Be sure you have a good deal maker (broker) on your team.

Be sure your team knows the identity of the decision maker on the other side. Don't negotiate with the wrong person.

Once the process with a prospective buyer starts, keep moving forward. Keep focused on the deal in order to keep the momentum going forward.

Flexibility is significant. Prospective buyers usually become frustrated and back off if the seller is inflexible.

Develop a win-win approach when negotiations begin.

Address less complex issues first that usually encourage "yes" responses. Ease into the more complex issues.

Don't start negotiations with prospects unless you are convinced they are motivated to buy.

Obviously, you should sell your publishing business from a position of strength. Solid financial statements and financial documentation will pay off when negotiating the purchase price.

If you have a relationship with a banker, discuss your plans with him or her. Bankers hate surprises, and you may want their cooperation in the future when you need them.

Try to simplify the deal. Complexity takes time and energy. A complex deal structure is less likely to close.

An attorney generally should not become involved in the transaction process until the elements of a business deal are complete. Lawyers should be hired to protect the legal and technical aspects of their client's position. Many transactions have failed by the premature introduction of lawyers.

At the proper time you want your attorney to become involved and be a deal maker instead of a deal breaker. Don't expect him to win every point.

Many transactions come apart at the Letter of Intent stage become several parties become involved in the process. Agreement by consensus is very difficult. It is best to have an experienced transaction attorney and an experienced broker work with you.

According to a major national accounting firm, the most important steps companies take to improve sale prospects include improving profitability by cutting costs, limiting owner/publisher compensation, restructuring debt, improving the management team and upgrading the computer systems.

If the purchaser of the business is a large company, be sure its CEO (or negotiator for the other side) has the legal authority to buy the business.

In many cases sellers are selling a family newspaper business that has been in the family for many years, or generations. Thus, the dynamics of the sale are often more important than the top bid.

From the seller's perspective, the best buyer might not be the highest bidder. He or she may prefer to sell the business to the best newspaper publisher. The seller may want to see the newspaper maintain strong representation in the community going forward.

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