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.
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