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This is a critical section, and failure to understand it can be disastrous There are different customs about which assets transfer in a sale Business brokers normally sell businesses under $10 million, while investment bankers normally sell businesses over $10 million The border is not absolute, and there are occasional crossovers Appraisers normally assume that all of the assets of the seller pass over to the buyer If there is excess cash in the company, Fair Market Value presumes that it still goes to the buyer, but the FMV of the firm should increase dollar for dollar, since that excess cash is available for immediate distribution as a dividend In businesses sold by business brokers, normally the seller keeps the cash, accounts receivable, and accounts payable from the sale According to Michael Keane, whom you ll hear from in 12, when investment bankers facilitate the sale of a company, the buyer keeps the receivables and payables, which is the same assumption appraisers make When the buyer is a public company, the cash usually goes to the buyer When the buyer is a private firm, the seller usually keeps some or all of the cash Business brokers only sell 100 percent interests in businesses, which makes life simpler for them Investment bankers sell whole businesses, but also arrange financing transactions wherein the investors buy a minority interest in the firm In effect, they are selling fractional interests in businesses too Business appraisers value both whole businesses and fractional interests in them Furthermore, clients often commission professional appraisals for purposes other than actual transactions, eg, for tax purposes, Employee Stock Ownership Plans, litigation, and many other purposes Therefore, the values these three categories of professionals are calculating are all different: Business brokers are calculating the purchase price of the business, not Fair Market Value Furthermore, their purchase price assumes the seller keeps cash, receivables, and payables.



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Business appraisers normally calculate Fair Market Value, unless the assignment calls for a different standard of value FMV presumes there are no synergies, which is equivalent to assuming a financial buyer4 They assume that cash, receivables, and payables go to the buyer Therefore, if the sale calls for them to remain with the seller, then business appraisers make an adjustment to subtract the net amount of those items from FMV to calculate the purchase price (Note that cash, receivables, and payables are the main components of net working capital current assets minus current liabilities The only other common components of net working capital are accounts receivable, the current portion of long-term debt, and accrued liabilities While inventory is also part of net working capital, it obviously stays with the buyer, unless it is obsolete) Investment bankers may be calculating Fair Market Value, Investment Value, or anything in between They normally calculate their value assuming the buyer retains all cash, receivables, and payables, and if some or all of the cash remains with the seller, they reduce the purchase price accordingly

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