Running a business to hold it versus running a business with the intention of selling it can require divergent strategies, says IPEG Industrial Group CFO John Erkert. But if you're doing the essentials of long-term strategic planning as you go along, he told attendees at the Pittsburgh Smart Business Dealmakers Conference, you're likely running your business to create the most value that you can. That will enhance what you're going to be able to do regardless of whether the plan today is to sell sometime in the future.
"Everybody who owns a company is going to sell it someday or they're going to give it to their family members," Erkert says. "So, even people who are looking for a strategy that is a long-term hold strategy, at some point it's going to be a sell strategy. And if you look at the fundamentals of what is your capital structure, what is your long-term value creation, what are you reporting requirements, and just following the basic essentials of good strategic planning and knowing your external environment, I think that they'll be very complimentary."
Having been involved in multiple transactions with different-sized companies, Former VP, General Counsel and Corporate Secretary of The ExOne Company Loretta Benec says the most important thing the management team and board of directors can do regardless of their current strategy is make the time to think about strategic planning. In particular, she says having a several-hour retreat annually with the board to take the time to think about who's coming, what could the company be buying, what could it be selling, who could come after it, what's pie-in-the-sky and what's really on the table for the next 12 months is important because the world is moving incredibly fast and boards and management teams need to have thought through these considerations so they're prepared to act when an opportunity presents itself.
"The No. 1 recommendation I have for being prepared, besides preparing your board, is to build your relationships for that very surprising day when you get the call or the offer — or in our case once the encrypted offer that we were having trouble reading and couldn't even distribute to anybody — you have to be prepared and have your relationships; lawyers, investment bankers or not," Benec says.
Erkert says as a business leader, because of the nature of the acquisition process and the diligence that companies must go through, sellers want to have a management team that has robust reporting already in place.
"Whether you're running your company for the long term or whether you're getting ready to sell, it's really important to have excellent financial reporting," he says. "And if you think about confidential information memorandum that you might not think about preparing, especially if you're a small business owner, you don't think about preparing that until you're ready for the process, shouldn't you really be doing that all the way along?"
Having bought several companies in the last decade, as well as having experience on the sell-side, Erkert says he knows what it's like to have all of his reporting questioned by many different advisers. He says the more robust your reporting, the better you can withstand that process.
While the M&A basics such as financials are core to a successful process, Huntington Senior Vice President, Director of Wealth Strategy Dan Griffith says in his experience 99 percent of transactions that fail do so because of emotional issues.
"Business owners are either comfortable or uncomfortable with any number of factors," Griffith says. "And so, part of preparation, and maybe I would say a huge part of preparation, is talking to clients to say, What are your real pain points going to be? Are you ready to sell? In other words, can we make sure that you're going to get enough in the sale to sustain your lifestyle? But also talking to clients about, you're going to sell this business and you've got to go to the grocery store every week, you're going to run into some of your former employees. How is that going to feel? And is that then something that you need to negotiate or choose a future partner?"
Sometimes business owners don't understand enough about themselves to realize that arguing about an earn out or the continuation of the charitable work an owner had done is really a conversation about a deeper issue.
"The reasons that people fail is that they just aren't ready," Griffith says. "And as a result, they can't move and they get paralyzed by the process."