The sale of TMK was a purchase and sale of assets. “These are fairly typical in form, including the assignment of contracts and the premises lease, indemnification, and escrow provisions for the benefit of the purchaser, and working capital adjustments to the final purchase price,” Mike Violanti said. 

Overall, that means this was a pretty normal transaction at first glance. It was a relatively 

simple cash purchase. 

The other relatively normal part of this transaction was that the seller valued confidentiality above all. 

He didn’t want customers or employees to know the business was for sale until the transaction was fairly certain and a formal announcement was made. 

One way he accomplished this was to take conference calls somewhere away from the office so he wouldn’t be overheard discussing the sale. 

This is fairly common practice: news of a sale can result in disruptions to business, key employees leaving, and can even impact vendors and customers.

One of the primary victories achieved by the seller’s team was that the transaction closed anyway despite the issues with a global pandemic and shelter in place orders. 

But there were others. “Despite voluminous document and due diligence requests, maintaining an organized, methodical approach to each area of due diligence and ongoing communication with legal counsel and other professionals of the purchaser 

allowed for the transaction to proceed in an efficient manner from a business 

and documentation perspective,” attorney Mike Violanti said. 

“It was a bit Attorney Mike Violanti Andrew Rogerson, Certified Business Broker

frustrating as to some of the requests that seemed overkill given the nature of the 

transaction.”

“One of the most important things I learned from this transaction was the importance of 

teamwork and with everyone focused on the same goal which was to close the sale of the 

business,” business broker Andrew Rogerson said. 

“During this transaction no one was 

unavailable. If one person had not been available, then it would have held up or at least slowed down a key part of the transaction.”

One of the keys to selling a business is the team a seller puts together. “Get the best team you can put together,” Aaron Bennett said. “Your broker, attorney, bookkeeper, and accountant are essential.”

What Can Be Learned from This Transaction

“Expect some bumps along the way,” Bennett said, and that is true for almost anyone selling a business. “I did not expect the level of due diligence and scrutiny the buyers would want in order to transact.” 

This was a major takeaway for everyone involved. The expected due diligence for this type of transaction may have seemed excessive, but it does emphasize the importance of having a solid business valuation and making sure your books were in order. 

Overall, the purchaser was satisfied with the purchase price valuation provided by the business broker. 

“Although due diligence was extensive from the purchaser, TMK operated in a very clean way with no litigation or environmental issues,” Violanti said. 

This made the transaction go very smoothly. “This was a rather quick start to finish transaction. It took quite a bit of time and 

effort but working together with Andrew and Aaron made it flow very well. I wish many 

transactions followed this model.”

“Despite the many demands on the seller’s time, he worked diligently to meet the many buyer requests and follow up with his CPA, insurance provider, outsourced bookkeeper, and more,” Andrew Rogerson said. 

The key takeaways here include: 

• Be sure you have a good business valuation. Your business broker is key to this.

• Be organized from the beginning and prepared for extensive due diligence. 

• Be prepared to be responsive to seller requests. 

• Build a good team from the start. Selling your business requires a joint effort.

Doing all of these things will ensure that selling a manufacturing business in California goes as 

smoothly as possible.