Selling is a unique situation for most business owners. So, they may not always fully understand how to best prepare ahead of a transaction, or how deal terms might affect them after. Having now been on both sides of deals, Alejandra Harvey Oliver, CEO of Tendit Group, says the seller mindset, as well as honest communication, are keys to a successful deal.
"Even though you get an LOI, and there's a shiny number at the top, once it's whittled down after taxes and fees, that number is not the same number that you started off with," Oliver said earlier this month at the Houston Smart Business Dealmakers Conference. "So, understanding that, knowing what the end game is, as well as it's going to be a compromise."
Business owners should also understand that their role in the company when approaching or engaged in a deal is different than just running the day-to-day business.
"You're probably going to make different decisions," she says. "Maybe you're delaying CapEx spend, or maybe you're buying more equipment, maybe raises are being put on hold."
Having purchased 11 companies in the last two and a half years, Oliver has had the chance to see more aspects of deals. Something she wishes she would have known before selling her business is how operational decisions can affect a buyer when the deal closes.
"Should I have integrated my software or waited?" she says. "Should I have bought the equipment or not? Should I have given raises or not? And I think you should just continue to operate your company as if you weren't going to be purchased because many times the deal may not close. And it's not until the money is in the bank that you've moved on to the next level."
In some cases, it may be difficult for a seller to understand how the terms of a deal may affect them once the transaction closes. Oliver says it's important that buyer and seller — especially for a deal in which the seller is staying on post-transaction — have a relationship so that the buyer can get ahead of any of the impact of these terms to explain them, that they could negatively affect them post transition, or they could be a windfall, depending on where they're standing.
"And I think that's really important because most business owners don't operate under that premise," she says. "So, being a partner with them, because they're running our businesses, is really important."
When approaching a sale, business owners tend to have their inner sanctum of people that they trust. They'll likely help with the deal on a financial, marketing or operations perspective.
When she's on the buying side, she says they'll bring in the leadership team a week or two before close and make an equity offer. By doing that, there's a greater chance of buy-in to the next round, and they show an interest in becoming a part of something bigger.
That also comes down to why the seller is selling. Some want to take chips off the table, need capital to buy new equipment, or are intrigued by the leadership opportunities for them or their team at a larger company, so they want to be part of that change.
It's also important to talk with sellers about the deal terms, and walks through what it could mean for them.
"Knowing that ahead of time, here's the positive or the negative that could come out at the end, just depending on where things fall, they really appreciated that because so many of them are relying on that money post sale," she says. "And so I think coming in saying that that's not something you may be getting, or just think of it as a bonus, or in some cases it may be something you have to pay back but it's not guaranteed, that has changed a lot of conversations that we've had with our owners."