Confidentiality is one of the most crucial aspects of a business sale. I’ve written about this before.
First, it’s crucial that the intent to sell not become common knowledge. Leaked information could affect a company’s ability to close deals, negotiate with vendors, and hire and retain employees (already one of the most challenging aspects of running an HVAC business). Customers can lose confidence when they think the company is changing ownership. Competitors might use the information to undercut or win deals your company bids on.
Here are some ways to maintain confidentiality during the sale:
Let your broker handle as much of the buyer’s diligence as possible. Your business broker will ensure every buyer they present to you has been vetted and has signed a Non-Disclosure Agreement (NDA) before gaining access to any sensitive or identifying business data. They can field questions and requests for documentation while you focus on running the business. Their contributions help you get through the process by saving hundreds of hours of work and weeks of stress-filled days.
Develop a strategic plan of who should hear about the sale and when. Your broker can help you with this based on their experience. Your accountant, attorney, and the buyer’s team and lender will have to be informed early in the process, of course. Your close family might need to know, but be wary of informing too many family members too early. They may be tempted to share interesting news without realizing the harm it could do to the deal.
Your employees should be the last to know about the sale. It’s important for the owner to control the message. Although it might feel more loyal and compassionate to let your staff know about the sale in advance, it actually does more harm than good. It will be a distraction for months, might cause some emotional distress, and might drive some of your best or most tenured talent to leave. The unknown is almost always much worse than the final outcome.
When the deal is closed, you and the new owner can plan to tell the staff together, with you providing a warm handover and praise for the new owner. Buyers might choose to announce promotions, retention bonuses, and other tangible benefits to staff on Day One, which will go a long way toward easing fears.
Leaks can come from unexpected places, especially in a small town. Landlords often don’t care much about confidentiality (although your broker can also assist with this). They’re going to get the rent money when the new owner takes over anyway, so to them, it might be just a change of signature on the check. In the worst-case scenario, they might look around to see if they can find a new tenant and a more lucrative lease agreement, letting other companies know they might have a vacancy soon.
In a small town, an insurance agent or vendor might inadvertently share the news. I had one deal that was almost killed by the state business licensing agency. One of the state employees called the company’s general business phone to ask a question about transferring the license to the new owner. The seller had to let a few key employees in on the information and promise to maintain confidentiality until the sale was announced. (Local governments also issue licenses and permits, so they can also present a risk.)
The stakes are high in a company sale, and if information leaks, it can affect your business’s value and the potential revenue and expenses under new ownership. The smaller your circle of trust is, the better.
