How to create value when you sell

Thu, 28 Jun 2018 11:48:26 Z

As a seller, you get up every day and run your business. It is through each owner’s creativity, vision and ability to innovate and take risk that value is created.

Each owner typically sells their business only once. The right advisers manage transactions every day, so finding legal and financial advisers who have that expertise is key. It is important to understand how to enhance value and reduce your risk as a seller post-transaction.

The right advisers, who are steeped in doing deals and bring a pragmatic approach to the process, add substantial value that often can be measured in terms of purchase price and a more limited exposure after the deal is done.

I am a big believer in retaining the right investment banker to facilitate a transaction. Determine what universe of potential buyers to contact and create an appropriate atmosphere of excitement about your “story” and vision.

It’s also important to create competition among interested buyers. There is a tremendous amount of equity capital looking for quality businesses. They come in several flavors — strategic buyers who may include your competitors, private equity funds and increasingly, family offices. This, together with low interest rates, has resulted in a seller’s market and robust pricing.

The question for each owner is how broad of an “auction” is appropriate. How many and what kind of potential buyers should be contacted with information about the business? That is a discussion that each seller should have with his or her team of knowledgeable advisers.

Anticipate the next steps

Engaging the right team will tee up a discussion and a plan as to how best to prepare for a sale. Your team should anticipate the diligence (homework) — financial and legal — that any buyer will undertake.

Conduct that diligence before you hit the market. This will surface any issues that exist and allow you to be prepared for questions and document requests.

Being organized and prepared in this way does enhance value. Additionally, the right advisers will prepare you to tell your story in the best way when you talk with potential buyers who you invite to your table. You are the best advocate for your business and fashioning the right presentation is important.

Be ready to respond

Most buyers will engage their own financial and other advisers to better understand your business. They likely will assess your earnings history and adjusted cash flow by having prepared a quality of earnings report on your company.

Consider having your financial adviser do that for you in advance of the sale process. This will identify issues that a buyer might find and prepare you to respond. It also will allow you to better justify “adjusting” upward your historic cash flows by removing costs that buyers will not incur after they own the business, such as prerequisites that you appropriately enjoy as an owner.

If appropriate in the context of your business, consider the same course of action with environmental or intellectual property matters.

What’s next?

At this point, you have hired the right team and discussed the sale process with this group. You understand the likely timeline and, through conversations with your investment banker/financial adviser and counsel, what the likely value is for your business.

You have determined with your team how broadly to distribute the materials or “book” that your team has prepared describing your business and the opportunity that it represents for the right buyer. You have decided whether to approach strategic buyers, including perhaps competitors, and how to do so while minimizing the competitive risk.

In the next articles in this series, we will discuss the process of identifying the right potential buyers, your management presentation to a selected group of them and the preparation and negotiation of the terms of your deal. In doing so, we will suggest how to facilitate a smooth transaction with no surprises.

Ira Kaplan is executive chairman and former managing partner of the Cleveland-based law firm of Benesch, Friedlander, Coplan & Aronoff LLP. His practice focuses on M&A as well as public and private debt and equity financing.

Related articles: Why do you want to sell?

Why do you want to sell?

Fri, 05 Jan 2018 09:25:06 Z

While some business owners put a lot of thought into the decision to put their company up for sale, others do not. In either case, there are a number of threshold questions that should be considered before discussing the actual sale process.

The discussion

I usually start at the end. What is the seller trying to achieve in putting the business up for sale? What would define success? Typically, the answers are a result of where the owners are in their own lives, a lack of succession and the need to diversify the concentration of net worth from that single asset.

Another consideration often is a lack of appetite or capacity at this time to take the risks necessary to grow the business. It could be that a meaningful investment is necessary to remain competitive and, while feasible, the owner is not willing at this stage of life to take that risk. All are good reasons.

The next questions that we tackle are expectations and needs. Are pricing expectations realistic given the market? And assuming liquidity at that fair value, does that result accomplish the goals of the seller and his/her family. Pricing in today’s environment is strong and competition among buyers for good opportunities is fierce. Multiples of cash flow (EBITDA) are high, although they do vary depending on size of business and industry. A qualified investment banker/financial adviser can help establish reasonable expectations and elicit favorable pricing through a competitive sale process.

The process

For most sellers, this is their first and last sale and the process is not clear. The question at this point is: What now? Sellers may come with a short list of likely buyers (not to be dismissed), but not with knowledge of how best to proceed and with what universe of buyers.

Today, depending on size of company and earnings, the universe of buyers varies among strategic and financial buyers, with the latter group including private equity funds and, increasingly, family offices (professionally run offices of families that have substantial means to invest in and lead deals).

Sorting this out with the right team takes the mystery and much of the stress out of the process. The team will advise on likely pricing, timing, how best to tell the story of the business through development of a written confidential memorandum describing the business, and importantly, the opportunity to the potential buyers.

In-person management presentations to a select group of likely buyers are also important to managing the process. These conversations will result in alignment as to how to shop the deal — what kind of buyer, how broad an auction does the seller want to run and how and whether competitors will be approached (taking into account the risk associated with that decision).

The sales effort

At this point, we have the team in place and have decided to go to market. Part of the process is determining what advance work should be done to prepare for a sale.

How should the seller organize to prepare for the buyers’ diligence? What third-party help should be engaged to anticipate the diligence and questions that most buyers have? What’s the best way to position this process for success, as well as the optimal way to structure the purchase agreement so as to minimize a seller’s risks of liability after a transaction is completed?

Conclusion

With the proper process and preparation, the sale process can be demystified and structured in a way that enhances the likelihood of a successful outcome. We will discuss what is involved in the sales effort, as well as the important elements of a purchase and sale agreement, in the next articles in this series.

Smart Business Dealmakers

How to create value when you sell

Why do you want to sell?