WHAT TO EXPECT
The TAS in TAS Marketing for over two centuries has stood for Telephone Answering Service
(TAS) Marketing. But growing and changing with this new paradigm has out dated the term referring to TAS. We now serve
the Teleservices or phonically spelled Tel-A-Services industry therefore creating a new meaning for the name TAS that
will take our hallmark company well into the 21st century and beyond. TAS Marketing is expanding its service level to
include not only Telephone Answering Service and Voice Mail companies, but also Inbound and Web-enabled Call Centers
for the entire Tel-A-Services industry.
Generating Leads
1. Your business will be added to the "Preferred Client Program" listing which is emailed every Thursday
evening.
2. Steve Michaels and his associates, will begin to solicit prospective Buyers who have called TAS Marketing wanting to
purchase a business in your area. Each prospective Buyer will be required to sign a
Non-Disclosure form to protect you and your confidentiality.
3. Your business listing will be placed in Connections
Magazine, if you so desire. Since this publication could be read by your staff, no mention will be made
specifically as to where your particular business is located other than in general reference to an area of the state.
Connections Magazine is published 10 times per year so your listing may appear in the magazine depending upon
when you list your business and the deadline of the publication. This subscription is mailed to more than 24,000
businesses in the U.S., Canada and overseas.
4. TAS Marketing has a web site, www.tasmarketing.com, that is updated with our most current business
listings every week. Here leads are generated from prospective buyers surfing the web. We also advertise your business
on these professional business resale web sites; M&A Marketplace, Business Resale Network and USBX (US
Business Exchange). Many leads from outside the industry are also generated from these sites. We also submit our
web site to search engines on a monthly basis guaranteeing TAS Marketing to be in the top ten placement of most search
engines.
5. Businesses with over $50K per month in revenue, at least a 30% profit margin using sophisticated technology and
management in place, may be advertised in the Wall Street Journal to attract those buyers outside of the TAS
industry.
Showing your business
For confidentiality purposes, we require all prospective Buyers to sign a Non-Disclosure form. After receiving their signed agreement, we send them the Market Listing
sheet describing your business along with a current P&L statement. But often there may be other questions relating
to the sale of your business, which we cannot answer. At this point, these questions may be directed through us, or you
may elect to talk directly to the prospective Buyer, who may also want to set up a time to see your business.
I recommend that the prospective Buyer be walked through your facility as if they were a potential client who is
signing up for service. Make it brief so as not to alert your operators or staff of the sale and then go out to lunch
for any further discussion.
Being Prepared
As in the purchase of anything major, the more information you have on your business, the better. The following
information will be needed so our accountant can put a financial package together for presentation to prospective
Buyers;
 Balance sheet
Profit and loss statement
Last 3 years tax returns
Bank statements showing deposits
Analysis of accounts without name and DID
#
(Never show them your account listings or DID numbers)
Receiving Offers
Once the prospective Buyer has seen your facility, done their preliminary due diligence and is ready to make an offer,
simply direct them to our office. Tell the Buyer that you have hired us to do the negotiating for you and that any
offers will have to be submitted through us. We will then put our years of experience to work for you and try to get
the best deal with the most money down, and the shortest terms possible. Some Sellers try to do the negotiating
themselves and that is their prerogative, but beware of the "third party syndrome." The Buyer would like to
deal with you direct because you have an emotional involvement with the business. Here is an example. You know when you
buy a car from a dealership; the salesman always goes to the back room to negotiate your deal with the manager/owner.
This is a tactic called the "third party syndrome." When you are dealing with the Buyer, it is sometimes
difficult to negotiate from strength because your feelings are always getting in the way. The car salesman always comes
back with a counter to your offer seeming to be on your side. He says that he'll fight for you to get you the best
deal; but at the same time, his commission depends on how high he can sell the car for. This is a conflict of interest,
but it works… in his favor.
The same scenario holds true when you are selling your business. If you want to negotiate the sale of your business
yourself, it is up to you. But one reason that you hired a broker was to get you the right price and the best deal. We
have no emotional tie to your business and therefore can negotiate from a position of strength letting the potential
buyer know that you are receiving other offers and that you have something special to sell.
After we have received the offer, we will pass that offer to you for your perusal. This will be faxed to you while you
are standing at your fax machine or e-mailed to your private address. You are not obliged to take the first offer, but
remember, the likelihood of your business selling decreases with time. Your best offers will come within the first 30
days. We will discuss the pros and cons of every offer, but ultimately the decision is yours to make.
Offer Accepted
Once the acquisition price and terms have been negotiated, TAS Marketing will draft a Letter of Intent (LOI) to be
signed by both parties. The buyer is then required to open escrow with a 10% earnest money deposit for two reasons:
First, the deposit will assure us that the Buyer is serious. Second, it will take the listing off the market. The time
between the Letter of Intent and closing may be used by the Buyer to complete due diligence and for you to check their
financials, if you are carrying back a note.
Selling Accounts Only
If you are selling your account base to another answering service, the new Buyer is going to need time, (2 to 3 weeks),
to input the account information. Once the Buyer has done their due diligence and is satisfied with your financials,
then we will have them sign a "Satisfaction of Due Diligence" agreement so that you may release the customer
account information to them before closing while still protecting your assets. They will not be taking any calls
prior to closing.
In this document, it states that due diligence has been performed to the satisfaction of Buyer and that Buyer is ready
to proceed to closing of the purchase.
If for any reason the deal is not consummated, the buyer will give back your customer information and is not allowed to
contact any of your customers for a period of five years. If one of your customers signed up with the potential buyer,
than the buyer will have to pay you the multiple agreed upon in the LOI for that customer.
Closing
Once the Letter of Intent has been accepted, either Christine Michaels or Wilma Williams on our staff will take over
the process and begin to draft the Purchase Agreement. This may take several days, as this undertaking is very tedious
and time consuming. Any questions or changes to the contract should be directed to your contract handler or attorney.
This contract has been reviewed and rewritten by over 300 attorneys throughout the years, so the protection and
guarantees that you desire have been well established.
The Contract has been drafted, the Promissory Note is in order, and there may be a personal guarantee and
a UCC statement required. All these documents, along with a Non-Complete Agreement (usually 100 miles for 5
years), will be ready for signing upon closing.
You may elect to have your attorney present the day of closing when you and the Buyer sign the papers, receive your
down payment, shake hands, and close the deal. It is not necessary for the Broker to be there.
Telling Your Staff
This is probably the most difficult part of the sale, especially if they have been loyal and are now out of a job. You
never want to let the staff know that you are selling before closing. I have heard of owners who did and the employees
got nervous and started jumping ship, which is the last thing you need to have happen just before a closing.
If the buyer is purchasing your entire business, then they will need your operators and staff. If they are purchasing
your accounts only, there is a good possibility they will need operators for their new influx of customers if you are
in close proximity to the buyers service.
Telling Your Customers
The less your customers know the better. People hate change, period. So, anytime there is a change, there is a
potential for a loss in customers. The more change, the more loss. For example, if you've sold your small account base,
who were accustomed to being pampered to a much larger service, here are some of the changes that could be
involved:
New DID number
New operators answering calls
(not Sally who always answered the calls before)
New equipment (type-in versus paper)
New call-in number
New billing address
The most difficult is converting hardwire
accounts to call-forwarding
Possibly a new billing structure
If you could limit the amount of changes, it would help to keep the customer base for the
new Buyer.
Prior to closing, a letter should be drafted by both the Buyer and Seller stating that the service is merging with the
new operation to better serve the customer.
For example: "We are merging to offer you more enhanced services such as Voice Mail, Fax & E-mail delivery,
Alpha paging, etc." Make it sound as though the acquisition is for the customer's benefit. It is also
important for you, the Seller, to stay on board for at least 30 days to help with the transition and answer
questions.
It is good public relations for you to be there to hold the hands of any reluctant customers who are hesitant to move
over to the Buyer. Remember, the more customers that transfer to the Buyer, the greater chance you will have of being
paid. This is especially true if there is a retention clause in your contract.
Considerations
Some would think that the offer with the most money would be the one to accept. But, other factors should also be
considered:
Do you want to sell your accounts only, or the accounts and equipment?
What about your staff and their jobs?
What about your customer base? One service
may be better able to serve your existing client base over another. Also, did a lot of your present customers come from
the potential buyer?
Do you trust the buyer? (In some cases
you may be carrying a note from the Buyer, it is reasonable to require financials from them.)
Are you selling to the local competition,
or to someone who is out-of-state? Are there time zone differences or even speech and dialect differences (i.e a
service in New York City buying a customer base in the south)? Are your clients going to stay with the new Buyer? If
the Buyer losses a majority of your accounts, it will be difficult for them to make the note payment.
Do you really want all cash? Sometimes
this can be detrimental due to capital gains tax. Consult your CPA.
Facts
All information and documents relating to the sale of your business will be faxed to you while you are standing at your
fax machine or e-mailed to your private address. We will always call you first to make certain that you, and only you
will receive this confidential information.
70% of the acquisitions that are generated through TAS Marketing are buyers who are in the industry and are looking to
purchase accounts only. The remaining 30% are usually new buyers to the industry who purchase the entire business.
TAS Marketing will prepare all of the legal documents for the sale of your business. Since we are not CPA's nor
attorneys, this service is provided free of charge and we encourage you to confer with your financial and legal
counsel.
Top of page!
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 Tas Marketing
233 Whitepine Creek Road • Trout Creek, MT 59874
Phone: 800 369-6126 • Fax: (406) 827-4554
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