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THE SELLER AND THEIR IMPORTANCE

The seller is the second most important part of the equation; you of course, are first. The seller must "pull the trigger" from the other side in order to complete the deal. You will come to discover that the seller can be a wealth of information for you throughout the process. After all, who better than the owner to know the business?

WARNING! WARNING! No matter how decent, kind, reasonable and helpful a particular seller may be, never forget that they want to sell you something! Will they lie to you? Maybe. Will they "stretch" the truth? Always! Be aware that they see you as their way out and they will say and do what they must to sell you. They want to close the deal so while they can be a wealth of information, you must qualify it or face the consequences of its inaccuracy later on.

In this section you will learn:

  • The Mental Aspect.
  • Seven things you must do immediately with each Seller.
  • How they can help you.
  • How they can hurt you.
  • How to qualify the information they will give you.
  • How to establish a direct negotiating link with them.
  • How to deal with uncooperative sellers.
  • Investigating the information they give you.
  • Why you must get them to become a fan of yours.
  • Getting them to agree to finance the purchase.
  • The approach to use when they "stretch the truth".
  • Being sensitive to their concerns and fears.
  • Helping the situation.
  • Recognizing and dealing with "Seller's Remorse".
  • Gaining their trust.
  • Avoid wasting their time.
  • How to play it cautiously with them and limit your exposure.
  • Understanding that you are each trying to "sell" each other.
  • The training that you need them to provide (get them to stay twice as long as they've offered).
  • How to work with the owner after closing.
  • Determining whether or not they should stay.
  • How you can make the situation easier.
  • How long should they stay?
  • What to do after the training period.
  • What role should the former owner play.
  • How involved should they be.
  • Preparing for the obstacles you will face.
  • How to terminate early.
  • Where should they work.
  • Why you should listen to what they have to say
  • Keeping them available for future questions
  • Review of all of the possible agreements to set up if you need them for longer.

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FOCUSING ON A TARGET

This is the first stage where the buying process claims its victims. It's where "lookers" remain lookers or they are converted into buyers. Focus, focus, focus on the right target is crucial, but it's no use looking until you know what to look for specifically.

This section incorporates worksheets, real life examples and case studies so that you will easily tear apart business for sale listings in all formats and focus 100% of your attention and search for Internet businesses that make sense for you.

In this section you will learn:

  • How to tear apart the business listings and identify good potential online businesses to purchase. There are more than seventy individual items to review and we'll provide you with the specific things to look for with each of them!
  • Examination of all the resources available to you. 
  • The best places for you to find what you are looking for.
  • What to look for in the classified section.
  • Slashing the choices to ones that make sense for you.
  • How to interpret the broker listings. Review of "For Sale By Owner" businesses and learn the exact approach you must use for these (if you don't, you'll mess it up and then you can forget about the listing).
  • Sample letters and specific techniques to approach private sellers.
  • Useful publications to reference
  • Leveraging your network of family, friends, business associates and Lawyers and Accountants (they have incredible networks).
  • A realistic review of your income expectations.
  • Multiple Listing Sheets - a line by line analysis/case study and detailed examination of everything that you will find on the listing sheets that brokers/sellers will send to you.
  • How to analyze business listing sheets.
  • How to decide which to keep; which to toss
  • A complete description of every listing line item, its meaning, things to look for, inconsistencies to identify and analyzing potential candidates.
  • Case study on how to read these listings and discover more than what seems to be there.
  • Complete financial review.
  • Interactive worksheets, real life examples.

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KEY QUESTIONS TO ASK THE SELLER

The seller of any business can be a wealth of information for you. Unfortunately, they don't always tell the truth. The questions in this section will help you uncover the real story about the business, the operations, the employees, and the competition.

With an internet business, it is highly possible that the seller may be located in a different city or even country. Before you jump on a plane to visit them, you must drill down to the core of the business. The only way to do this is by asking the right questions.

In this section you'll learn how and what to prepare, the specific questions you must ask, the answers to look for, point counter point strategies, and techniques for every possible situation. You'll know what the seller will ask you, what answers to give, how to uncover the real answers, the true reason why they are selling and tons of other tips.

YOUR MISSION: When you begin communicating with sellers and visiting businesses it will be a very exciting, scary, anxious and exhilarating experience. Don't worry; the seller is feeling the exact same thing. Your mission is very simple: first of all, you want to learn enough to determine if you even want to pursue it further and second you need to obtain enough detailed information so that you will be able to begin gathering information on the industry and the competition to see if a second visit is warranted.

You’ll learn how to ask the tough questions and understand their hidden meanings. You must realize they are going to tell you what you want to hear not necessarily what’s true. You will know what you must uncover so that you can begin to gather crucial information once the meeting is completed.

This section includes sample letters, interactive worksheets, a meeting-by-meeting breakdown of what to do, what to expect, and how to follow up.

In this section you will learn:

  • Preparing for the meeting (background checks, location, formulating the meeting agenda, documentation required, timing, what to wear, conduct, conveying a sense of urgency).
  • The 42 questions that you need answered (each comes with an explanation and a strategy for any answers they may give and counter questions you must ask).
  • Utilizing the four part Prospective Business Portfolio to prepare and evaluate. 
  • Understanding why you must ask your questions first.
  • Detailed listing of typical questions you'll be asked and suggested answers.
  • A post meeting follow up checklist.
  • How to gather information in the interim.
  • Evaluating the business after the first meeting.
  • Sample letters to send to all parties (seller, brokers) recapping your meeting.
  • Samples letter to send out after one week to keep them informed.
  • Second meeting preparation, strategy and agenda.
  • Understanding and defining your next meeting's goals.
  • Techniques to use to get confidential information prior to the second meeting.
  • The things to look for to determine the owner's level of interest and enthusiasm.
  • How to determine if anyone else is interested in the business.
  • Clarifying the "secrets" you've discovered.
  • The 13 questions that must be answered during the first meeting.
  • How to review the financials even if they are not ready to hand them over to you.
  • Your post second meeting follow up checklist.
  • Sample letters to be sent to all parties outlining the next steps.

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GATHERING INFORMATION ON THE INDUSTRY AND THE COMPETITION

Gathering initial information on the industry and competition of an Internet business is easy; it's generally all online. However; you may be surprised to learn that overall, it is far more difficult to obtain highly useful and confidential competitive information for an online business that a traditional brick and mortar one. The main reason is a lack of a physical presence, or that the competition may come from around the world. As such, you really need to be savvy about this and have the right tools.

GOING UNDERCOVER: For most, gathering information on the industry and the competition is an exceptionally interesting and educational aspect of the buying process. You will utilize some superbly creative techniques to get the information you need quickly and effectively, and you will discover that these strategies will be a great asset for you in the future as well. Yes, you're really going to be playing "detective".

SALESMEN CAN'T SHUT UP! Want to know the best way to gather information on anything from any source? Call a salesman! In their haste to get an order from a new client, most of them forget to even qualify the prospect. The most successful way to find out exactly what you need from the competitors or anyone in the industry is to just call them and speak to a rep. Let them think you want to buy something. Then, fasten your seat belt because they won't stop talking. We'll provide you with all of the questions to ask them and you'll learn more in one phone call than the seller could tell you in a month.

In this section you will learn:

  • A complete checklist of everything that you need to know.
  • Learning the techniques to uncover information that the seller will never disclose voluntarily.
  • Where to get the data you need.
  • Complete resource listing for you to utilize.
  • A step-by-step strategy to get all of the information you need from Industry Associations, Trade Publications, the seller's employees, competitors and customers.
  • Evaluating competitive marketing strategies.
  • Techniques that will allow you to get all of the competitive information (including confidential information) in one phone call.
  • Using the Internet effectively.
  • Understand what the future trends are in the industry.
  • Determine if this business is well poised for the future.
  • What tools is the competition using most effectively to market their products?
  • What tradeshows are most effective.
  • Who are the competitor's biggest customers?
  • How to get key industry information for free.
  • Learning to play detective.

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VALUING A BUSINESS

This is when the business buying process really gets fun for an online business. You may encounter a number of sellers who are still clinging the initial Internet boom days and have grossly over estimated the value of their business. You'll have all the tools you need to make a correct evaluation and business assessment.

In this section you will learn:

  • Understanding the true meaning of value.
  • How to identify what holds the value in a business.
  • Understand how sellers fix their Asking Price
  • Why some Internet businesses sell for higher than normal multiples
  • Why seller methods don't work.  
  • Learning to completely disregard the seller's pricing strategy.
  • Traditional valuation methods
  • Understanding Asset Based Valuations and when to apply them.
  • Fair Market Value pros and cons.
  • Liquidation Value and why this is an important figure for you to establish.
  • Understanding all of the technical terms and how you should be negotiating their true value (Cash, Accounts Receivable, Inventory, Leaseholds, Furniture and Equipment, Prepaids) and what they are really worth to you.
  • Why traditional valuation methods don't work.
  • Cash Flow Based Valuation Methods.
  • Risk-something for you to think about.
  • Preparing yourself for a true valuation process.
  • Turning value into an offer.
  • The Five Step True Valuation Calculation (a bulletproof method to ensure you get the value right).
  • You will also use our new proprietary formula: "The Diomo Business Assessment Method" that weighs all of the business strengths, weaknesses, potential problems and good points and applies an appropriate multiple to it thereby establishing an accurate valuation.
  • Learn why these systems always work and will allow you to convince any seller that your valuation is correct.
  • Reviewing all of the possible scenarios.
  • Why you will never overpay for a good business (but always pay too much for a bad one).
  • Other considerations.

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FINANCING THE PURCHASE

Using our proven strategies, 91% of our clients get the seller to finance the bulk of the purchase. This is critically important with an Internet business purchase.

Why do people worry about arranging financing? You can always finance a good business. Most buyers wait until they find a business to seek financing and then it's too late for them to learn some of the incredible ways of arranging great financing.

You will get a complete background on all possible lenders, the different loans available and how to creatively structure financing so that it’s easily affordable regardless of your financial position.

The emphasis on this lesson will be formulating strategies that will convince any seller to finance your purchase. If any business is half as wonderful as every seller is going to paint it to be they why on earth shouldn't they finance it? Unless of course they believe that you're not going to be successful. Why's that?

Getting the money is easy, getting it on the right terms and conditions requires some work.

Without the right information, buyers end up with terms that are not even close to what they could have negotiated had they been better educated and prepared.

In this section you will learn:

  • A loan is a loan...right?
  • Understanding the various loan types and the structures that make sense for you.
  • Everything you need to know about: Debt Financing; Equity Financing; Debt To Equity Financing.
  • Formulas to be certain that the business can afford  the purchase and service the debt.
  • Understanding and leveraging Collateral.
  • Pledging Assets (how to get away with the absolute bare minimum).
  • Understanding the differences and consequences of Recourse and Non Recourse Loans.
  • How much does the business need and how to get more than you need (you can never have enough).
  • Where to go for the money.
  • Why your priority must be to negotiate Seller Financing and every technique that will help you achieve this goal (pay attention to this section).
  • SBA Loans-your tax dollars at work?
  • Structuring seller financing at incredible terms.
  • Learn what to negotiate to leverage all of the assets.
  • Techniques and strategies to use with Banks, Asset Based Lenders, Factoring Companies, and Leasing Companies.
  • Getting financing from family and friends: there is a lot more at stake than money.  
  • Obtaining financing from Angel Investors, Professionals and others.
  • ***BONUS SECTION-COMPLETE BUSINESS PLAN AND MARKETING PLAN RATIONALE, DISCUSSION, OUTLINE AND SUGGESTED RESOURCES***

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NEGOTIATING AND MAKING AN OFFER

Learn all of the skills you will need for each and every possible situation and negotiation you will encounter. The “Do’s” and “Don’ts” of great negotiating. You get a complete breakdown of every point to negotiate, your technique for each and a point-counter point strategy for every aspect of any deal.

You will know how to formulate your offer, what you should be proposing, all of the various aspects to negotiate and a point counter point strategy to employ for each and every possible scenario that you will encounter.

You'll learn to play "what if" like a pro:

"If I do this what will they do? If they say this, I'll say that. If I were in their shoes what would I do? What is every possible scenario that can happen from each and every situation and what am I going to propose for each?"

In this section you will learn:

  • Everything that needs to be negotiated
  • Win/Win? Unfortunately, it's not reality!- a business buyer assumes far more risk than the seller and so the goal here is that YOU win and the seller is "reasonably happy"!
  • The greatest negotiating technique in the world.
  • A point-counter-point strategy for every type of business and situation.
  • Understand why great minds think...differently.
  • Your emotional makeup.
  • Identify the seller's emotions and learn how to play them brilliantly.
  • The interacting emotions.
  • Quickly learn 19 "can't miss" skills to become a great negotiator.
  • 17 things that you must avoid when negotiating or risk losing every deal.
  • The different stages of negotiation.
  • Get a detailed list of every "must ask" questions for any business and every situation and understand the "real" meaning behind the seller's answers.
  • Letter of Intent explanation, strategy, exhibit and when to use it.
  • How much should you offer?
  • The rationale behind your offer.
  • The strategies and techniques to use for offer acceptance, counter offers or rejection.
  • Preparing to negotiate the Offer To Purchase Agreement.
  • Agenda and meeting notes. You will learn how to prepare for every possible scenario.
  • We'll show you how to get the financials and all other "confidential information" long before anyone is prepared to give it to you.
  • The "Do's" of negotiating.
  • The "Don'ts" of negotiating.

Negotiating Part 2 - Making An Offer

  • Setting the tone.
  • Getting down to details.
  • Complete review and discussion with point counter point strategies for every clause in a formalized offer. There are over 50 specific clauses and you'll cover them all.
  • Negotiating techniques for Down Payment, Balance of Sale, Deposits, Guarantees, Assets, Liabilities, General Obligations, Contracts, Leases.
  • Non Compete Clauses - their importance and the exact language to be used.
  • How to deal with the Real Estate that may or may not be included.
  • Due Diligence clauses and exhibit, the time you need to conduct it effectively and contract language that you must use.
  • Management assistance (the seller's training period) and what to negotiate for post training.
  • Contractual recommendations for dealing with "Seller Remorse".
  • Broker Obligations.
  • A mechanism to resolve potential disputes.
  • Why you should include an arbitration clause and a sample clause to use.
  • Drafting the points.
  • Presenting the offer.
  • How to handle renegotiation if necessary.
  • Sample/Exhibit of a complete Offer To Purchase Agreement.

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STRUCTURING THE DEAL

Putting together a great deal can be done quite easily once you know how the experts do it. There's far more to the price to consider when negotiating the deal, especially when buying an online business.

You will encounter many Internet businesses with a short history. You need to be certain the business has a good future. That is why earnouts and performance based purchases must be considered.

In this section, you will learn:

  • How to include an earnout clause to drastically reduce the risk in any business purchase.
  • How to structure the non-compete clause which is more important with an Internet business purchase than any other.
  • Provable strategies to negotiate the greatest percentage of seller financing possible.
  • Understand the key clauses to negotiate in any purchase agreement and how to structure each to have the advantage in every situation.
  • How to negotiate a hands-on observation period at the business and the precise language to use in the contract to ensure the seller's full compliance.
  • The legalese that you MUST include regarding the due diligence phase to be sure you have a "bullet proof" exit from the deal without jeopardizing your deposit.

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WORKING WITH PROFESSIONALS

Regardless of what size online business that you are looking to purchase, you'll need to use the services of both an accountant and lawyer. The smaller the business, the less you'll need them, but you do need them. And, a specialist may be required in some cases. They will be a defense mechanism for you to be certain that anything that you agree to is legal and binding, and to ensure that you are well aware of any risk or exposure.

Fairness, reason and balance should be sought. Don't let lawyers screw up your deal - they are very capable of doing it. Remember, the lawyer's role is simply to write in "legalese" what you and the seller have agreed upon.

You'll learn how to hire them; questions to ask that will assure you of engaging the right professionals who can assist you in your purchase and not simply take your money for drawing up contracts. 

In this section you will learn:

  • Complete discussion on accountants and lawyers and the way they operate.
  • Understand why they can ruin every deal.
  • What role can they play in getting you a better deal.
  • The protections they can offer.
  • Do you need them?
  • How they can help you.
  • Leveraging their contacts.
  • How to avoid the traps that many fall into and pay a fortune for services you can easily do on your own.
  • How to choose them.
  • 9 key questions to ask them to be sure that they're right for you.
  • Checking their references.
  • Getting free information from them.
  • When will you need a specialist?
  • Setting the parameters of the relationship.
  • 20 key points to cover in your first meeting.
  • What are their costs?
  • Negotiating their fees (Everything is negotiable!).
  • Why you must ask certain questions first.
  • How to keep them focused on your work.
  • Why big fees don't necessarily mean that they're any good.
  • Making sure that they are interested in your business.
  • Eleven Surefire Ways to save money on their fees (this is bulletproof!).

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EVALUATING PERSONNEL

Although many online businesses operate with few employees, most often they are very key to the operation. They usually have a lot to say; but the owner may not want them talk to you. You'll learn how to get them to spill their guts. Learn how to identify potential troublemakers. Understand their concerns, fears, hopes and fears. You will learn an effective way to gain immediate access to them so that you can pose all of the questions that only they can answers. You learn what to avoid and situations that can trap you later on.

IT CAN'T WAIT: It is of utmost importance that you meet with key employees individually as early as possible in the process. Some of the most intriguing insight you will get on any business will come from them, not the seller. Now, it is understandable if a seller doesn't want you to meet with them early on as they may not want to let word get out. You have to respect their wishes but you must temper this with the fact that you will have to meet with all of them at some point and long before you buy. The absolute latest you can wait to meet each one is during Due Diligence.

In this section you will learn:

  • You won't believe what they have to say!
  • Which employees you should keep?
  • When should you meet them?
  • The questions to expect from them.
  • Getting background checks.
  • Understanding their fears.
  • Their review.
  • What are their goals?
  • Getting their input.
  • How friendly should you get with them?
  • Understanding the "I'm the brains of the operation" mentality.
  • One question that will indicate what they really think of the business' future.
  • Preparing yourself for blackmail and sob stories.
  • How to convince the seller to meet them early on.
  • Learn what they really think about the business.
  • A Question and Answer worksheet to use for your first meeting with all the employees ( a very effective tool).

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DUE DILIGENCE

The Due Diligence period occurs after you have reached an agreement on the business purchase and you will now be inspecting all of the company's files and records.

Every business has secrets! Every owner knows certain things that they do not want you to uncover. Eventually they will all surface! The question is: will you learn about them before or after you buy? This is the moment in time when prospective buyers mess everything up, drastic mistakes are made, and it can happen to you as well, if you do not know exactly what to do

This is the time for you to investigate far more than just the financial aspect of the specific business to determine what the future may hold for the business. Sure the financials will be reviewed in great detail but even if they are exactly as the seller has presented them, then what?

HELPFUL HINT: If you allow the seller and their broker to negotiate too short a Due Diligence period and you decide to buy the business, you will fail. Sellers will do everything in their power to get you to commit to a Due Diligence period of about 10 days. Unbelievably, the majority of buyers agree. How can you possibly learn everything about the inner workings of a particular business and industry within days? It's absolutely impossible.

In this section you will learn:

  • A 200-point checklist that will cover every single type of business that you may possibly be pursuing.
  • Plus, 80 specific points you must know about any online business.
  • 22 key points that you must know in advance.
  • What you need to know about the technology, backend software, and products/services unique to buying an online business.
  • What specifically needs to be examined?
  • A complete To Do List, Strategy and Checklist of the materials required to investigate each and every component of business.
  • Historical financial data investigation techniques.
  • Assets evaluation formula.
  • Review methods for Sales policies, procedures and personnel.
  • Determine the Marketing strategies, failures, successes, options available.
  • Establish the viability and long-term prospects of the business and the industry in which it operates.
  • Interview and evaluate all of the company's employees and see who can help/hurt you.
  • The current systems and the technology available to jumpstart any business.
  • Incredible tools to investigate every single competitor.
  • Review and evaluate the business' customer base and determine the prospects for growth with each.
  • Access all contracts, leases, agreements in place and evaluate the long term viability of each.
  • Simple steps to verify the strength of all of the company's suppliers.
  • Legal and corporate issues to be sure that you have no exposure whatsoever.
  • Get competitors and customers to tell you everything that you need to know before you buy the business.

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PULLING THE TRIGGER

READY! AIM, AIM, AIM! How can someone possibly get through an entire buying process, pass each stage and then flip out at the end and be afraid or unwilling to buy the business? This happens quite often and this is why: they haven't completed each stage properly; they are still not sure, too many unknowns and loose ends so, they back out.

On the other hand when you handle each stage with factual information then making that final decision is in no way shape or form a 'leap of faith". When decisions are made based upon facts, then your final decision, is no bigger than anything else you've done along the road. You're confident, informed, rational, and decisive. And, you're ready! End of story.

We'll provide the tools so you can assemble everything you learned to make the best decision you've ever made!

In this section you will learn:

  • This section will take you through all of the last minute considerations.
  • You will understand why people fall off at this late stage.
  • You will know what it is exactly that you need to have in place to make the decision.
  • You will learn how to piece together all of the information that you have accumulated to make the right decision.
  • You will see why if you have done all of the work that "Pulling the Trigger" is simply one more step in the process.

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CLOSING THE DEAL

In this section you will learn:

The actual closing of the deal includes a number of specific documents to be executed such as: the non-compete agreement, promissory notes, bill of sale, purchase price allocation, transfer taxes, agreement to cooperate post-closing, lien filings, and title transfer of assets. Plus, there can be additional contract details that may have to be satisfied such as the lease assignment.

While a competent attorney will assemble the necessary paperwork, you should have a clear understanding of what all of the documents are, what you should or should not include, and what to look out for so that you are adequately protected. You want to be sure that agreements such as the non-compete reflect what was agreed to and the promissory note as an example contain the key provisions you have negotiated.

This section will outline this legalese in a straight forward and easy to comprehend manner.

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POST PURCHASE PRIORITIES

START NOW: Unfortunately, many new owners experience a drastic decline in their first 3-6 months and there's only one reason: they walked in without a concise plan and by the time they began to focus properly they are months into their ownership.

Get ready! Get in! Hit the ground running!

No matter what stage you are at with any particular business, begin a file logging each and every thought and idea that you have about anything you want to do once you buy that business. Don't wait until you have the keys to the place to start your planning.

FOCUS LIKE A LASER BEAM: Your first three months are crucial. There are a limited number of issues to focus on after you buy and each is critical. This lesson outlines all of them for you. One thing you should also do, organize the business, if there's a physical presence, throw a coat of paint on and make some cosmetic changes from day one. The business is new, you're the new sheriff, and the employees should feel renewed; freshen up the place right away so everyone can see that change is the way of the future.

In this section you will learn:

  • A strategic outline for the first 90 days after you buy the business.
  • Ten things to focus on once you takeover.
     
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