One significant challenge business owners and entrepreneurs face when preparing to sell their business is dealing with the various diligence requests. That can mean getting the management team ready for the process, as well as the financial and tax due diligence, IT and human resources matters, as well as the legal diligence and disclosure schedules. It can be very disruptive for sellers, especially those without prior M&A experience.
"No matter how well prepared you are, you're always going to have some degree of disruption when you're going through the selling process," says CMC Materials Vice President and President, Electronic Materials, Daniel Woodland.
Mitigating that disruption means getting prepared in advance. And for many, that means getting an outside perspective. That can be helpful because an outsider doesn't know the business as intimately as its owner. That's important because, for an owner, it's easy to make assumptions.
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And what buyers want to know can differ depending on the buyer type — private equity, for example, likely could have a different set of interests than a strategic.
"We're a publicly traded company," he says. "We have to have SOXs compliance, things like that. Some of the things we're going to be looking for may not exist in the normal financial workups, for example, that a company may do. So, it's good to get that outside perspective where somebody can help you understand, here's what you need to be prepared for to minimize that disruption."
Another often overlooked aspect of diligence prep is trying to get some access to the cultural fit.
"As a strategic, one of the biggest challenges in any acquisition is the cultural alignment, the cultural fit, during the integration process," he says. "I like to be able to get in and meet some of the people who work in the company, walk the floor, and just get a feel for how that culture works, how things are experienced. People tend to focus, as they should, on a lot of these legal matters, HR matters, disclosure documents, all these types of things. But there is the sort of softer side of it as well and that can be disruptive, usually because it's a very confidential process. So, thinking ahead of how can we give buyers potential access to get a feel for how this business works and how our team operates is something that you can prepare in advance for to help minimize that disruption."
Woodland spoke at a past Chicago Smart Business Dealmakers Conference about issues that arise when selling a business. Hit play above to catch that segment of the panel discussion.