How to Keep Employees Engaged During An Ownership Transition

Ensuring that your employees stay on course during your ownership transition should be one of your key areas of focus. There are many key steps that you should take during this delicate time. Let’s explore the best tips for keeping your employees engaged throughout the entire ownership transition process.

Group of confident managers listening to female employeeStep 1 – Establish and Implement a Training Program Early On

If you are selling your business, then be certain that you train replacements early on in the process. Failure to do so can result in significant disruptions. Additionally, if you are buying a business it is of paramount importance that you are 100% confident that there are competent people staying on board after the sale.

Step 2 – Address Employee Concerns

No matter what your employees say or how they act, you must assume that they are worried about the future. After all, if you were them wouldn’t you be concerned at the prospect of a sale? The best way to address these concerns is to meet with employees in small groups and discuss their concerns.

Step 3 – Don’t Make Drastic Changes

Above all else, you want a smooth and fluid transition period. A key way to ensure that this time is as trouble-free as possible is to refrain from making any drastic changes before or after the transition. Remember the sale of the business is, in and of itself, shocking enough.

You don’t want to add yet more disruption into the process by making changes that could be confusing or unsettling. In other words, keep the waters as calm as possible. Drastic changes could lead to employees quitting or worst of all, going to work for a competitor.

Step 4 – Focus on the Benefits

If possible focus on the benefits to your employees. It is your job as the new business owner to outline how the sale will benefit everyone. Don’t let your employees’ imaginations run wild with speculation. Unfortunately, this is exactly what happens when employees and management feel as though they are not receiving any information about the sale. So don’t be mysterious or cryptic. Instead provide your employees with information, and keep the focus on how the changes will benefit them both personally and professionally.

Implementing these four steps will go a very long way towards helping to ensure a smooth transition period. Transition periods can be handled adeptly; it just takes preparation and patience.

Are You Emotionally Ready to Sell?

Quite often sellers don’t give much thought to whether or not they are ready to sell. But this can be a mistake. The emotional components of both buying and selling a business are quite significant and should never be overlooked. If you are overly emotional about selling, then this fact can have serious ramifications on your outcomes. Many sellers who are not emotionally ready, will inadvertently take steps that undermine their progress.

Selling a business, especially one that you have put a tremendous amount of effort into over a period of years, can be an emotional experience even for those who feel they are more stoic by nature. Before you jump in and put your business up for sale, take a moment and reflect on how the idea of no longer owning your business makes you feel.

Emotional Factor #1 – Employees

Ready to SellIt is not uncommon for business owners to form friendships and bonds with employees, especially those who have been with them long-term. However, many business owners are either unaware or unwilling to face just how deep the attachments sometimes go.

While having such feeling towards your team members shows a great deal of loyalty, it could negatively impact your behavior during the sales process. Is it possible you might interfere with the sale because you’re worried about future outcomes for your staff members? Are you concerned about breaking up your team and no longer being able to spend time with certain individuals? It is necessary ultimately to separate your business from your personal relationships.

Emotional Factor #2 – Do You Have a Plan for the Future?

Typically, business owners spend a great deal of their time and energy being concerned with their businesses. It is a common experience that most owners share. Just as no longer being with your employees every day may create an emotional void, the same may also hold true for no longer running or owning your business.

Your business is a key focal point of your entire life. No longer having that source of focus can be unnerving. It is important to have a plan for the future so that you are not left feeling directionless or confused. What will you do after you sell your business and how does that make you feel? Before you sell, make sure that you have something new and positive to focus on with your time.

Emotional Factor #3 – Are You Sure?

Are you sure that you can really let your business go? At the end of the day many business owners discover that deep down they are just not ready to move on. Are you sure you are ready for a new future? If not, perhaps it makes sense to wait until you’re in a more secure position.

Addressing these three emotional factors is an investment in your future well-being and happiness. It is also potentially an investment in determining how smoothly the sale of your business will be and whether or not you receive top dollar

Keys to a Successful Closing

The closing is the formal transfer of a business. It usually also represents the successful culmination of many months of hard work, extensive negotiations, lots of give and take, and ultimately a satisfactory meeting of the minds. The document governing the closing is the Purchase and Sale Agreement. It generally covers the following:

• A description of the transaction – Is it a stock or asset sale?

• Terms of the agreement – This covers the price and terms and how it is to be paid. It should also include the status of any management that will remain with the business.

• Representations and Warranties – These are usually negotiated after the Letter of Intent is agreed upon. Both buyer and seller want protection from any misrepresentations. The warranties provide assurances that everything is as represented.

• Conditions and Covenants – These include non-competes and agreements to do or not to do certain things.

two businessman shake hands

There are four key steps that must be undertaken before the sale of a business can close:

1. The seller must show satisfactory evidence that he or she has the legal right to act on behalf of the selling company and the legal authority to sell the business.

2. The buyer’s representatives must have completed the due diligence process, and claims and representations made by the seller must have been substantiated.

3. The necessary financing must have been secured, and the proper paperwork and appropriate liens must be in place so funds can be released.

4. All representations and warranties must be in place, with remedies made available to the buyer in case of seller’s breech.

There are two major elements of the closing that take place simultaneously:

• Corporate Closing: The actual transfer of the corporate stock or assets based on the provisions of the Purchase and Sale Agreement. Stockholder approvals are in, litigation and environmental issues satisfied, representations and warranties signed, leases transferred, employee and board member resignations, etc. completed, and necessary covenants and conditions performed. In other words, all of the paperwork outlined in the Purchase and Sale Agreement has been completed.

• Financial Closing: The paperwork and legal documentation necessary to provide funding has been executed. Once all of the conditions of funding have been met, titles and assets are transferred to the purchaser, and the funds delivered to the seller.

It is best if a pre-closing is held a week or so prior to the actual closing. Documents can be reviewed and agreed upon, loose ends tied up, and any open matters closed. By doing a pre-closing, the actual closing becomes a mere formality, rather than requiring more negotiation and discussion.

The closing is not a time to cut costs – or corners. Since mistakes can be very expensive, both sides require expert advice. Hopefully, both sides are in complete agreement and any disagreements were resolved at the pre-closing meeting. A closing should be a time for celebration!

Copyright: Business Brokerage Press, Inc.

Why Deals Fall Apart — Loss of Momentum

Deals fall apart for many reasons – some reasonable, others unreasonable.

Meeting Conference Table Board Room Office Concept

For example:

• The seller doesn’t have all his financials up to date.
• The seller doesn’t have his legal/environmental/administrative affairs up to date.
• The buyer is unable to secure the necessary financing.
• The “surprise” surfaces causing the deal to fall apart.

The list goes on and on, and although this subject has been the focus of numerous business authors, there are more threats to a deal as it enters the due diligence phase. These threats silently can lead to a lack of or loss of momentum; forward progress is to deals what air is to humans – without it we begin to shut down. No one notices at first. Even most advisors won’t notice the waning or missing momentum. More often than not they’re too tangled up with due diligence matters to pay attention to the details. However, an experienced business intermediary will catch it.

Let’s say a buyer can’t get through to the seller.  The buyer leaves repeated messages, but the calls are not returned.  (The reverse can also happen, but for our example we’ll assume the seller is unresponsive.) The buyer then calls the intermediary.  The intermediary assures the buyer that he or she will call the seller and have him or her get in touch.  The intermediary calls the seller and receives the same response. Calls are not returned.  Even if calls are returned the seller may fail to provide documents, financial information, etc.

To the experienced intermediary the “red flag” goes up. Something is wrong. If not resolved immediately, the deal will lose its momentum and things can fall apart quite rapidly. What is this hidden element that causes a loss of momentum? It is generally not price or anything concrete.

It often boils down to an emotional issue. The buyer or seller gets what we call “cold feet.” Often it is the seller who has decided that he really doesn’t want to sell and doesn’t know what to do.  It may also be that the buyer has discovered something that is quite concerning and doesn’t know how to handle it. Maybe the chemistry between buyer and seller is just not there for one or the other of them. Whatever the reason, the reluctant party just tries to ignore the proceedings and lack of momentum occurs.

The sooner this loss of momentum is addressed, the better the chance for the deal to continue to closing. Because the root of the problem is often an emotional issue, it has to be faced directly. An advisor, the intermediary or someone close to the person should immediately make a personal visit. Another suggestion is to get the buyer and seller together for lunch or dinner, preferably the latter. Regardless of how it happens, the loss of momentum should be addressed if the sale has any chance of closing.

Due Diligence — Do It Now!

Due diligence is generally considered an activity that takes place as part of the selling process. It might be wise to take a look at the business from a buyer’s perspective in performing due diligence as part of an annual review of the business. Performing due diligence does two things: (1) It provides a valuable assessment of the business by company management, and (2) It offers the company an accurate profile of itself, just in case the decision is made to sell, or an acquirer suddenly appears at the door.

Due Diligence

This process, when performed by a serious acquirer, is generally broken down into five basic areas:

• Marketing due diligence
• Financial due diligence
• Legal due diligence
• Environmental due diligence
• Management/Employee due diligence

Marketing Issues
It has been said that many company officers/CEOs have never taken a look at the broad picture of their industry; in other words, they know their customers, but not their industry. For example, here are just a few questions concerning the market that due diligence will help answer:

• What is the size of the market?
• Who are the industry leaders?
• Does the product or service have a life cycle?
• Who are the customers/clients, and what is the relationship?
• What’s the downside and the upside of the product/service? What is the risk and potential?

Financial Issues
Two important questions have to be answered before getting down to the basics of the financials: (1) Do the numbers really work? and (2) Are the seller’s claims supported by the figures? If the answer to both is yes, the following should be carefully reviewed:

• The accounts receivables
• The accounts payable
• The inventory

Legal Issues
Are contracts and agreements current? Are products patented, if necessary? How about copyrights and trademarks? What is the current status of any litigation? Are there any possible law suits on the horizon? What would an astute attorney representing a buyer want to see and would it be acceptable?

Environmental Issues
Not too long ago this area would have been a non-issue. Not any more! Current governmental guidelines can levy responsibility regarding environmental issues that existed prior to the current occupancy or ownership of the real estate. Possible acquirers – and lenders – are really “gun-shy” about these types of problems.

Management/Employee Issues
What employment agreements are in force? What family members are on the payroll? Who are the key people? In other words, who does what, why, and how much are they paid?

Operational Issues
The company should have a clear program covering how their products are handled from raw material to “out the door.” Service companies should also have a program covering how services are delivered from initial customer contact through delivery of the services.

The question is, do you give your company a “physical” now, or do you wait until someone else does it for you – with a lot riding on the line?

tashatuvango/BigStock.com

Copyright: Business Brokerage Press, Inc.

“Red Flags” in the Sunset: Avoiding Potential Problems in a Sale

Unlike that poetic title of an old-time standard song, Red Sails in the Sunset, red flags are not a pretty sight. They can cause a deal to crater. Sellers have to learn to recognize situations indicating there might be a problem in their attempt to sell their business. Very, very seldom does a white knight in shining armor riding a white horse gallop up, write a large check and take over the business – no questions asked. And, if he did, it probably should raise the red flag – because that only happens in fairy tales. Now, if the check clears – then fairy tales can come true.

SNo swimming sign at sunset with no sign of the sea - acreas of sand on Southport beachellers need to step back and examine every element of the transaction to make sure something isn’t happening that might sink the deal. For example, if a company appears interested in your business, and you can’t get through to the CEO, President, or, even the CFO, there most likely is a problem. Perhaps the interest level is not what you have been led to believe. A seller does not want to waste time on buyers that really aren’t buyers. In the example cited, the red flag should certainly be raised.

A red flag should be raised if an individual buyer shows a great deal of interest in the company, but has no experience in acquisitions and has no prior experience in the same industry. Even if this buyer appears very interested, the chances are that as the deal progresses, he or she will be tentative, cautious and will probably have a problem overcoming any of the business’s shortcomings. Retaining an intermediary generally eliminates this problem, since every buyer is screened and only those that are really qualified are even introduced to the business.

Both of the above examples are early-stage red flags. Sellers have to be focused so they don’t waste their time on buyers that are undesirable. If a buyer appears to be weak, does not have a good reason to need the deal, or is otherwise unqualified, the red flag should be raised because the chances of a successful transaction are diminished. The seller might seriously consider moving on to other prospects.

Red flags do not necessarily mean the end of the deal or that it should be aborted immediately. It simply means that the seller should pay close attention to what is happening. Sellers should keep their antenna up during the entire transaction. Problems can develop right up to closing. Here is an example of a middle-stage red flag: The seller has received a term sheet from a prospective buyer and is then denied access to the buyer’s financial statements in order to verify their ability to make the acquisition. As a reminder, a term sheet is a written range of value for the purchase price plus an indication of how the transaction would be structured. It is normally prepared by the would-be purchaser and presented to the seller and is non-binding. A buyer who is not willing to divulge financial information about his or her company, or, himself, in the case of an individual, may have something to hide. Due diligence on the buyer is equally as important as due diligence on the business.

If a proposed deal has entered the final stages, it doesn’t mean that there won’t be any red flags, or any additional ones, if there have been some along the way. If there have been several red flags, perhaps the transaction shouldn’t have gone on any further. It is these latter stages where the red flags become more serious. However, at this point, it makes sense to try to work through them since problems or issues early-on apparently have been resolved.

One red flag at this juncture might be an apparent loss of momentum. This might mean a problem at the buyer’s end. Don’t let it linger. As mentioned earlier, at this juncture all stops should be pulled out to try to overcome any problems. If a seller, or a buyer, for that matter, suspects a problem, there might very well be one. Ignoring it will not rectify the situation. When a red flag is recognized, it is best that it be confronted head-on. It is only by acting proactively that red flags in the deal can become red sails in the sunset – a harbinger of smooth sailing ahead.

Preparing for a Transaction: Six Tips from Transition Experts

By the time a business owner is thinking seriously about a sale, the window of opportunity is often already closing. This is part of the reason that more than 70% of deals leave money on the table and more than 50% never get to the finish line. It should be tempting in the current market, when strategic buyers have cash on the balance sheet and financial buyers have capital, to explore exit options.

Sellers should always be considering and weighing their options and should plan their possible exit three to five years in advance. The process begins with a rigorous analysis of the business, including sales, accounting, legal, operational, management and staffing. Owners must determine what needs to be done prior to a sale, at the sale, and after the sale.

A team of nationally recognized business transaction experts recently came together to share the most important advice they provide sell-side clients in the current M&A environment.

Bob Forbes, President, The Forbes M+A Group: Identify the key levers that can increase the value of your business — beyond just EBITDA.

Everyone knows they need to focus on growing revenue prior to a sale, but, beyond that, smart sellers are determining what key drivers could make their businesses more valuable. Perhaps employee turnover is an issue in your industry. Recognizing that and implementing strategies to reduce it could be a critical competitive advantage that would increase the value of the sale. Maybe concentration is a problem in your organization. Rather than focusing on increasing all sales, a more advantageous effort might be to identify ways to diversify customers, products, or regions.

Joseph Janiczek, Founder and CEO, Janiczek® Wealth Management: Consider the length of time a life-changing liquidity event must sustain you and what you want to do following the sale.

Many sellers who are of an older, more traditional age for transition face their transaction thinking about retirement and financial independence. There may be family, philanthropic, and legacy considerations that should be explored and these sellers are generally looking for a more conservative, lower-risk asset plan. On the other hand, younger entrepreneurs who plan to sell a business require a whole different kind of post-transaction plan and perspective. They might be thinking about their next deal or their next project and likely want to “stay in the game.” These sellers may become angel investors or may get involved in real estate investments.

Joanne Baginski, CPA, CM&AA, Consulting Partner, EKS&H LLLP: Sellers should conduct due diligence as comprehensively on the buyer as they are doing on you.

This advice is particularly important if an entrepreneur plans to stay with the business after the sale or if it is going to be a multi-phase (e.g., “two-bite”) sale. However, even if the transaction is 100%, sellers often have ideas about protecting their employees or legacy longer term. Do they know and understand your business? In some cases, a financial buyer might provide better options for the business and its existing employees, but, in other situations, a strategic buyer might be right. In either case, a seller can and should ask about previous deals the buyer has been involved in and might want to ask to speak to sellers from past investments.

Pål Berg, Managing Director, Northern Capital: Don’t get greedy — be prepared to take a little less now so that you don’t have to take a lot less later.

Yes, there are windows, and when you see one sometimes you need to take it. All you have to do is look at the oil and gas industry today to find people who should’ve sold years ago. Similarly, buyers should not only consider the highest offer. I’ve had experience with a private equity buyer that knew nothing about the oil and gas industry. In the end, the deal fell apart because they were nervous about the cyclical nature of the business. Several years later, we went back to market. It may have gotten a lower price, but the buyer was right, and a successful sale was achieved.

Lisa D’Ambrosia, Managing Director/President, Minor & Brown, PC: Both buyers and sellers are more cautious than ever but both are looking for the right opportunity, and the right advisors help.

While there are opportunities, this is a very conflicted market. As the due diligence process takes longer, the risk of a sale failing increases. This risk can be minimized by advance planning and preparation prior to entering the market place. Issues arise during the process that really shouldn’t create but a well prepared Seller can address potential issues earlier in the process to minimize delays. The right team of advisors can help you prepare and also help you determine what does and doesn’t need to be an obstacle. Each transaction has different challenges and, therefore, opportunities which need to be identified early. Having an experienced transaction team of advisors greatly increases a Seller’s likelihood of success not only for the transaction closing but more importantly having the transaction close at the anticipated purchase price and structure. Many clients who just have tax preparers don’t ask the right kinds of questions.

John Brown, CEO, Business Enterprise Institute, Inc.: Pre-sale exit planning is key. Sellers need to think about their potential sales earlier than ever.

Particularly for sellers who have not been involved in a transaction before, or have not been involved in one for a long time, preparing for sale before going to market can provide a myriad of benefits in terms of time and money. Proper planning can help increase the likelihood of transaction success, identify costly regulatory and compliance issues, and decrease the risk of inaccurate financial statements and resulting recourse.

Preparing your business for sale involves more than just cleaning up your books. Determining future needs (well in advance), strategically assessing buyers and offers, leveraging experienced advisors, and improving value-added business drivers will ensure the greatest chance of a successful transaction at the greatest possible value.

Do You Have an Exit Plan?

“Exit strategies may allow you to get out before the bottom falls out of your industry. Well-planned exits allow you to get a better price for your business.”

From: Selling Your Business by Russ Robb, published by Adams Media Corporation

Whether you plan to sell out in one year, five years, or never, you need an exit strategy. As the term suggests, an exit strategy is a plan for leaving your business, and every business should have one, if not two. The first is useful as a guide to a smooth exit from your business. The second is for emergencies that could come about due to poor health or partnership problems. You may never plan to sell, but you never know!

The first step in creating an exit plan is to develop what is basically an exit policy and procedure manual. It may end up being only on a few sheets of paper, but it should outline your thoughts on how to exit the business when the time comes. There are some important questions to wrestle with in creating a basic plan and procedures.

exit plan article image-OptimizedThe plan should start with outlining the circumstances under which a sale or merger might occur, other than the obvious financial difficulties or other economic pressures. The reason for selling or merging might then be the obvious one – retirement – or another non-emergency situation. Competition issues might be a reason – or perhaps there is a merger under consideration to grow the company. No matter what the circumstance, an exit plan or procedure is something that should be developed even if a reason is not immediately on the horizon.

Next, any existing agreements with other partners or shareholders that could influence any exit plans should be reviewed. If there are partners or shareholders, there should be buy-sell agreements in place. If not, these should be prepared. Any subsequent acquisition of the company will most likely be for the entire business. Everyone involved in the decision to sell, legally or otherwise, should be involved in the exit procedures. This group can then determine under what circumstances the company might be offered for sale.

The next step to consider is which, if any, of the partners, shareholders or key managers will play an actual part in any exit strategy and who will handle what. A legal advisor can be called upon to answer any of the legal issues, and the company’s financial officer or outside accounting firm can develop and resolve any financial issues. Obviously, no one can predict the future, but basic legal and accounting “what-ifs” can be anticipated and answered in advance.

A similar issue to consider is who will be responsible for representing the company in negotiations. It is generally best if one key manager or owner represents the company in the sale process and is accountable for the execution of the procedures in place in the exit plan. This might also be a good time to talk to an M&A intermediary firm for advice about the process itself. Your M&A advisor can provide samples of the documents that will most likely be executed as part of the sale process; e.g., confidentiality agreements, term sheets, letters of intent, and typical closing documents. The M&A advisor can also answer questions relating to fees and charges.

One of the most important tasks is determining how to value the company. Certainly, an appraisal done today will not reflect the value of the company in the future. However, a plan of how the company will be valued for sale purposes should be outlined. For example, tax implications can be considered: Who should do the valuation? Are any synergistic benefits outlined that might impact the value? How would a potential buyer look at the value of the company?

An integral part of the plan is to address the due diligence issues that will be a critical part of any sale. The time to address the due diligence process and possible contentious issues is before a sale plan is formalized. The best way to address the potential “skeletons in the closet” is to shake them at this point and resolve the problems. What are the key problems or issues that could cause concern to a potential acquirer? Are agreements with large customers and suppliers in writing? Are there contracts with key employees? Are the leases, if any, on equipment and real estate current and long enough to meet an acquirer’s requirements?

The time to address selling the company is now. Creating the basic procedures that will be followed makes good business sense and, although they may not be put into action for a long time, they should be in place and updated periodically.

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Know When to Hold ‘Em, Know When to Fold ‘Em

Professional Advisors and Buyers Shared First-Hand Experiences with Selling a Business and How to Avoid Common M&A Pitfalls

The Forbes M+A Group was pleased to moderate a panel of business owners and professional advisors who recently have been through the process of selling a business. During this free event, the guest speakers shared candid, first-hand stories of their personal successes and failures, as well as advice they would give to other business owners considering selling a company. The “war stories” shared proved to be extremely enlightening and attendees walked away armed with a deeper understanding of what it takes to close a successful M&A transition.

What Does the Market Look Like?

Adams Price, Managing Director of The Forbes M+A Group, began the program by asking panelist, Nate Raulin, Vice President of Excellere Group, to discuss current market dynamics. Nate explained that it was a seller’s market with lots of strategic buyers and readily available financing. He did not anticipate a change in the market status unless an unforeseen big event caused buyers to pull back.

What Advice Do You Have for Sellers?

Next, Adams asked each business owner to talk about the selling process and share any advice they would offer owners thinking about an exit strategy. Laura Hutchings, former CEO of Populus, began by sharing that what she thought would be a 2-3 month selling process ended up taking 6 months, which was still very fast and required a lot of focus. She had four words of wisdom to share with prospective sellers:

Lesson #1 – You need to take a lesson from Kenny Rogers and “know when to hold ‘em, and know when to walk away.” “Your greatest asset is the ability to walk away,” said Laura. “This puts you in a position of strength.”

Lesson #2 – You also need to know when to say yes. “Owners need to go into negotiations with a clear focus and know what winning looks like for them,” she said.

Lesson #3 – Understand that things will change. Owners need to realize that no one will ever run your company the same way you do. “I was ready for a change on a personal level, and that was very important. It helped me cope with the way the company changed after the acquisition,” shared Laura.

Lesson #4 – Don’t underestimate how much time it will take to close the transaction and have a very strong management team in place that can handle the day-to-day operations. “The worst thing that could happen is to miss financials, while you are focusing on a transaction.”

Greg Greenwood, Founder and CEO of Idella Wines, also shared his experience with selling his former distribution and manufacturing business. “We started thinking about selling in 2003, but didn’t sell until 2012. We sold 60% of the company, stayed on for 8 months, and then sold the remainder in a Two Bites of the Apple transaction. For us, the hardest part was looking in the rear view mirror and letting go,” said Greg. “Fortunately, we had done a lot of work with a life coach and knew what we wanted to do next.”

What Where the “Gotchas” in Your Due Diligence?

“We missed one thing in our asset purchase, which I actually didn’t find out about until years later, “said Greg. “My employment agreement included a 2-year non-compete, but the contract said 5 years.” Otherwise, shared Greg, he and his wife made sure everything was well documented, which was key. Laura agreed. “You need to have all your ducks in a row and always run your business like you are planning to sell it,” she said. “We spent many nights and holidays gathering documentation.”

Nate added that he has personally spent night in sellers’ attics looking through documents. “Knowing the details before you start the transaction process is very, very helpful.” Adams shared a key point regarding the importance of properly handling networking capital. “Lots of owners keep net working capital in the business,” he said. “But holding excess net working capital rather than just what you really need, can cause problems.” Laura said she would have handled net working capital differently. “Having money in the bank seemed like a good thing; but we should have run it leaner.”

Who do you let know you are doing an M&A transaction?

As a business owner, it can be hard to decide who to inform about a pending transaction. On one hand, you may need help from some of your team to gather the necessary documents. On the other hand, you don’t want to alarm employees unnecessarily. Adams shared, “We had one client who was keeping the transaction details confidential, but was making plans for the COO to run the business going forward. Unware of the plan, the COO resigned prior to the transaction because he thought the company was in flux and needed stability for his family. So, who did you tell about your transaction, and why?”

Greg answered first saying, “We knew we needed cash to meet our goals, so we told the entire management team we were going to see off some of the business, along with the timeframe and the intention. We avoid issues with employees by implementing an incentive plan that gave them all a piece of the pie.”

“I only told my husband (a partner) and the other partner who was our COO,” said Laura. “Then, about 2 to 3 month before the due diligence process started, we told the controller. That’s it. We knew that the team needed to focus on execution, plus there was a lot of uncertainty. We didn’t want to take the team through the ups and downs. It was emotionally taxing enough just for us.”

Next Adams asked Nate to share details on a deal that didn’t work out as planned. “We had a great opportunity in the healthcare industry,” said Nate. “Unfortunately, the accounting information was way, way off. When we received the adjust numbers, the expectations were so misaligned it could not be overcome.” Adams confirmed the importance of performing a Quality of Earnings Review as a first step in due diligence to see what earnings look like without anomalies. This helps avoid misunderstanding around the value of the business.

What other advisors were critical to the process?

Bar none you need experienced advisors was the panel consensus what asked what advisors were critical to the transaction process. “We brought in a law firm and investment banker,” said Laura. “You pay your advisors a lot for their advice, so you should take it. Attorneys are very risk adverse, but their advice was right on most of the time.”

Greg said he created a three-legged stool by hiring an accountant, lawyer and investment banks. He also had a couple of personal advisors, which we found very helpful. Adams suggested a fourth leg to the stool would be a wealth management advisor.

What top three pieces of advice would you give sellers?

In conclusion, Adams asked each panelist to give sellers three pieces of advice. “Be prepared,” Nate began. “Even in a perfect market you need to have expectations aligned.  Figure out what you want in a transaction so you can find the right fit. Second, if you are looking for a partner make sure to do your homework and get their references. Finally, be ready for a long process. It is a second job.”

“First, know what you want and write it down,” said Laura.  “Second, don’t be afraid to pay for good advice. It will pay for itself many times over. Make sure to get references and pick someone you can trust – someone you can have a beer. Finally, be emotionally ready to let go. You have to go with the flow and keep a sense of humor.”

Greg concluded the panel discussion saying, “Keep it light, but stay focused. Get very clear on why you are selling and what is going to come next. A life coach can really help you determine what you want to do next. Be intentional in your life and dream about what you want to accomplish after the sale.”

All three panelists and the moderator did a terrific job of providing relevant, educational and actionable advice for potential sellers.  For more information about preparing for an exit strategy, visit www.ForbesMA.com or call 1-303-770-6017.

7 Things to Consider Before Selling Your Business

forum-logo-redSelling a business is rarely a straightforward endeavor. There are operational considerations, emotional considerations, and market considerations. Does your company have any red flags or risk factors? How can you increase valuation? What do you plan to do after sale?

We recently sat down with Adams Price and Bill Nack, managing directors at The Forbes M&A Group (an Axial member), to discuss tips for CEOs preparing for a liquidity event.

Make sure you have a good management team in place.
“The organization’s value should be in the organization itself — not the grey matter in the owner’s head,” says Price. “There’s a tendency for business owners to try to run every facet of their business. They may be very good at that, but there’s risk perceived on the part of the buyer if everything goes back to the owner. The value of the company becomes lower to compensate for that risk.”

“It takes time to develop a strong management team,” adds Nack. “We suggest to clients that they should be thinking about a divestiture years in advance. Unless you plan on owning your business until the day you die, you should always be thinking about your exit strategy.”

Engage an outside accounting firm.
“Make sure your financial processes and accounting methods are strong,” says Price. “One of the first questions we’ll ask a business owner is if their books are reviewed or audited by a reputable CPA firm. If a CEO says, ‘My cousin’s a CPA and he does my books,’ that can be a red flag.”

Before a buyer goes out to market, they should have a third-party firm do a quality of earnings review. “This allows us to discover anything someone else is going to discover in due diligence — so we can either fix it or message around it,” says Price. The quality of earnings report “basically tracks the cash going through the business, and verifies the consistency of those earnings.”

“The goal here is disclosure, disclosure, disclosure,” says Nack. “That way you can tackle these issues head on.”

Think about whether you want to leave.
Every CEO should think about what they’re trying to accomplish with a sale, says Price. “Where do they want to be in five years? What role do they want to have post-transaction? Are you looking to pull the ripcord and leave now? Or, are you looking for a partner to realize further financial or operational goals?”

The answers to these questions, says Price, have “a big bearing on how you position the company to the marketplace.”

Often, CEOs will still be weighing their options when they first meet with an advisor. “It’s incumbent upon us to help them understand the consequences of both options,” says Nack. Private equity firms will typically require a management team to stay on board; if the management team wants to leave, then it’s time to focus on strategic buyers. “A strategic buyer will likely tolerate a weaker or more uncertain management team, because they’ll have the ability to insert their own people.”

Don’t believe everything you hear at cocktail parties.
“CEOs may hear multiples at parties or trade shows — that someone got 8x or 10x or 12x EBITDA for their business — and think that that’s what their business is worth too,” says Price. “But you always hear about businesses that sell for a ton, and rarely hear about those that sell for the market average.”

A company’s management team, earnings, and strategic plans all help establish the value of a business. “We figure out what value range a business owner can expect at a specific time in the market, then help them understand how to maximize their company’s value within that range. We bring specific buyers to the table in a competitive format so that they’re trending toward the higher end of the range,” Price says.

Take external factors into account.
“Every business is different,” says Nack. “Every business is going to have different sensitivities based on the macro marketplace as well as its current management situation. For example, we’re seeing really fantastic multiples for infrastructure companies and tech and SaaS companies. There are great multiples in particular for ‘Internet of Things’ companies. On the other hand, if you’re an oilfield services company, right now is not the time to sell. It’s not only not the time to sell from a valuation perspective, but there are no buyers out there. Few are acquisitive in that space.”

Nack also added, “On the macroeconomic side, interest rates are low, so buyers can take more debt on a business — and therefore valuations are up. So now is a great time to sell for many business owners because of all the money that’s currently in the marketplace.”

A good M&A advisor will tell you if it’s not the best time to sell. “We have no problem telling someone that they’re not going to successful going to market right now, whether as a result of external or internal factors,” says Price.

Don’t inoculate the market.
“Sometimes, sellers decide to go out and play in the market a bit,” Price says. “They’ll talk to a few people, but the conversations will end, whether because of lack of sophistication of process, or disconnect on valuation. When a buyer walks away from a deal like that, it can be very hard to get them to re-engage.”

“Once, we were going out to market on behalf of someone, and we went to a private equity group. The PE group said, we’ve talked to that guy three times — we’re not talking to him again. The seller inoculated the market in that case. He spoiled it before we could take his business out in a more sophisticated way.”

Realize that the process will take time.
“It can take 8-12 months to find the right buyer for a business, and get the deal done in a manner that’s beneficial to both parties,” says Price. “It’s an intricate process.”

“Some CEOs come in and want to sell their company in a month and a half, and we have to disabuse them of that notion. It’s important for them to understand that this is a process in its own right. This may be a second job of sorts for a little while, which can be nerve-wracking. We help take a lot of that load off them, but they’re still highly involved in the process.”

An advisor will help make sure the owner “doesn’t waste time” in the sale process, says Nack. “We have a process to sift through potential opportunities, and only bring buyers into the discussion where there’s a high potential of something happening.” Advisors coordinate conversations in such a way that “someone can submit an Indication of Interest (IOI) without having to have an in-depth conversation with the seller. We make sure a buyer is serious and capable of doing the transaction first — which is often the opposite of how it works when a seller tries to sell their company without representation.”

By Meghan Daniels, Axial