As a first-time seller of a business, Sherman Wright, co-founder and managing partner of Ten35, LLC, says the tendency is to get excited when somebody's interested in your business, the potential the influx of capital and what it can mean not only to you professionally but personally. Be there's reason to be patient.
Much like buyers will do their diligence on a company they plan to buy, his advice is also do the same due diligence on those looking to acquire your business.
"Coming from a history of running your own organization, calling the shots and creating the culture, it is a drastic shift, especially for entrepreneurs who have had such a long runway of doing that."
To anyone going through the process for the first time, Wright says it's important to understand how the business is going to be capitalized — is it equity, is it debt? Understand those terms as well as the expectations, short- and long-term.
"As a marketer, as an entrepreneur and as somebody who was pretty comfortable understanding how to run a business from financial perspective, when it came to raising capital, understanding money, understanding that piece, I wasn't as strong as I needed to be and I probably didn't have the counsel that I needed at the time."
Another issue, he says, is to pay close attention to the structure of governance and how decisions are going to be made — who makes the calls and at what point is your voice not necessarily the voice. It's knowing who is on the board, how that board is structured, the representation of that board and its role.
It's also understanding the structure of operations. In his deal, four companies came together as one, each successful in their own right, but it had to now become a unique organization.
"Asking a lot of these questions, getting into the details and the nitty-gritty before the deal closes, because as somebody not necessarily very familiar, a lot of the conversations — we'll figure that out after the deal closes, we'll get to that after the deal closes — but it was all about closing the deal. Everybody focused on closing the deal and so the day the deal was closed the deal is done, and then you're accountable and responsible for everything that was in the deal. And if it wasn't necessarily clear, it became a big issue after the fact. So, that due diligence up front, understanding the capitalization and how that business is being financed, the governance, how decisions are being made and then ultimately operations, how that business will be operated, those were the three learning areas that I quickly realized."
As part of the roll-up in his deal, he became CEO a roll-up of four different organizations, each with different cultures and people, even in different cities. That, he says, created complicated.
"In the haste and rush of getting the deal done, make sure you're asking the questions," he says. "Bring in people that have no dog in the fight — that they're only there to give you their opinion, they have nothing to gain or lose. In the end you may give them something for their consulting from a financial compensation, but ensure you bring some individuals that are what I’d say not biased and literally just looking at the deal, not necessarily you or your partners but the deal in its truest form."
Wright spoke at the Chicago Smart Business Dealmakers Conference about preparing to sell a business and the liquidity event that follows. Hit play to catch the full conversation.
