How to sell a manufacturing business, in the order it has to be done

A manufacturing sale has more moving parts than a service business and each of them has a lead time. Done in the right order the process is long but predictable; done in the wrong order it stalls in diligence while somebody counts inventory that was never scheduled.

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Before marketing

An asset schedule with age, service history and remaining life. A working capital analysis showing what a normal level looks like month by month. Contract and customer concentration set out honestly. Environmental history for the site if it has any industrial past. Each of these takes weeks and each is otherwise discovered in the middle of exclusivity.

Marketing

An information document with adjusted earnings that can be evidenced, released under agreement to strategic acquirers, funds with platforms in your sector, and any competitor you are prepared to speak to. This is not a listing business: the buyers who pay best have to be approached by name and they will not find you otherwise.

Diligence and the four delays

Site visits, the inventory count, the working capital true up mechanism and any environmental question are the four items that add weeks. Agreeing the working capital target and the counting method in the letter of intent, rather than after diligence, removes the most common argument at the end of a manufacturing sale.

Other questions people ask

How long does it take?

Nine to twelve months from preparation to closing is a fair expectation, longer where the site raises environmental questions.

Should the property be included?

Decide before marketing. Selling both to one buyer suits some and excludes others, and a lease back at a market rent often produces a better total outcome.

What is the most common price adjustment?

Working capital, followed by inventory obsolescence. Both are avoidable arguments if the mechanism is agreed early.

Sources

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