A company has been approached by a larger company that is interested in
purchasing it. The purchaser wants to fill a niche that they don’t currently serve,
but which is important to their growth. The CEO is concerned about what will happen
to employees following sale of the company. How do you respond to a purchase
from the CEOs:
Questions for Preliminary Stage Research:
What valuation is the tipping point for an attractive offer by the buyer?
Determine the nature of the purchaser’s interest in the company and how it fits into their broader strategic picture. If their plan will dramatically change the market the company’s current market value may go down later relative to doing a deal with them today.
If the acquirer has a history of buying other companies, look at who they’ve recently bought, what they paid, and what kind of impact they had on the staff and culture of the companies purchased.
Check out the purchaser’s P/E ratio. If it is in the range the company’s desired multiple on EBITDA, a good deal is possible.
Temper the company’s response and approach to get the most from this experience.
Currently, assumptions about the acquirer make the offer appear unappealing. Ask questions to validate or challenge these assumptions.
Be open-minded so that the purchaser reveals more about themselves and the market than they would if they sensed a lack of interest in an acquisition.
How does the company protect itself during the inquiry and due diligence process?
Keep staff numbers and individuals, and customer lists close to the chest.
Have an LOI and ask for a breakaway clause before sharing significant information.
Breakaway clause: if the two companies get into discussions and the potential acquirer decides to abandon the discussions, it will cost them $1M.
The potential acquirer may not agree to this, but it demonstrates that the company is serious both about the discussions and about preserving the confidentiality of its business information.
More Advanced Stage Questions and Research:
This looks like a strategic interest. If so:
Get assistance from an investment banker.
Look at what other alternatives may be available to the acquirer to assess the company’s potential value.
Any offer other than a high-multiple strategic valuation and offer should not be of interest to the company.
What restrictions will the acquirer put on the company?
For example, if there is an earn-out value, will they give the company the freedom to operate to maximize this value?
Be careful with employee communications and how employees are informed of an outside interest. This can be difficult during due diligence.
If the founder remains with the company post-sale this could help lock in the value of the exit and assure the employees’ future.
Make the most of this opportunity.
Are there ways that the company can become better and smarter working with the acquirer?
Is there a relationship short of acquisition than would benefit the company like a collaboration or partnership?
Can a relationship short of sale enhance the company’s market presence and help the company to achieve national status more quickly?
A CEO is concerned that all her key personnel are over 50. This includes software
engineers who are experts in languages which remain at the foundation of many
customers’ databases, but which are no longer formally taught. How do you
replace aging talent?
from the CEOs:
at which areas potentially limit the company’s growth. Is it technology and software
expertise, or marketing and sales? Based on this assessment, rank the critical
positions to be filled and start hiring staff who can grow into the most
a cue from the Japanese. For years their aging workforce was predicted to limit
the country’s growth. Instead, they chose to retain employees through their 70s
and this has helped them to maintain both productivity and employment.
Baby Boomers are finding that they don’t have the savings to retire and are
working well past the historic retirement age.
Baby Boomers retired but found themselves bored after a productive career and have
returned to the labor pool.
factors may delay the company’s need to replace aging talent.
bigger question is what to do if a key player is lost. Focus on hiring back-ups
to key personnel and allow several years for them to come up to full speed. Current
employment trends suggest that numbers of experienced people are returning to
the labor pool. Look for a few good people to add to the team.
are the plans of the company’s key clients? Do they plan to stay with the
company’s products and expertise, or to sunset these and replace them with new
technology? Adjust operational objectives, as well as the exit strategy, to achieve
desired growth given customers’ timeframes.
Situation: A CEO wants to establish baseline metrics to evaluate company performance, and guide both planning and operations. Without baseline metrics it is difficult to compare the impact of options that the company faces. What are the most important areas to analyze, and what do other companies measure? How do you establish performance metrics?
Advice from the CEOs:
Start with the basic divisions of the business. As an example, take a company which has three arms to its business – products that it represents for other companies, products that it distributes, and custom products that it manufactures to customer specifications.
For each of these lines track gross revenue, profit net of direct costs, FTEs necessary to support the business, number of customers, net profit percent, net profit per employee and net profit per customer.
Calculate these metrics on at least a quarterly basis for the past 2-3 years to set a baseline and a chart of historic trends.
Once you establish a baseline, chart current performance on at least a quarterly basis and look for trends and patterns.
Where is your greatest growth and greatest profitability – not just on a global basis but in terms of profit per customer and profit per employee?
If you’ve included your full costs including the costs of the FTEs to support each business, then the analysis should show you where you want to invest and what it will cost you to support additional investment.
Do a similar analysis of costs per line to further support investment analysis.
This analysis will help to evaluate whether it is better to purchase another rep line, or whether you would be better off investing the same funds to grow custom business.
Similarly, it will demonstrate on what kinds of customers and products you want your sales force to focus to grow profitable business and will help you to establish objectives based on anticipated revenue or profit per new customer that sales closes.
Finally, it will highlight potential vulnerabilities such as the impact of the loss of a key customer in one portion of the business.
Situation: An early stage company is positioning itself for growth. The CEO believes that they need to adopt a new model to grow. She is focused on a new channel – an affiliate model using the web. How do you build a young company?
Advice from the CEOs:
Introducing a new product to a new market is very difficult, especially for an early stage business that is still establishing itself. Shifting from direct sales to ancillary services presents a new challenge and a new demographic. In addition, in your market there are low barriers to entry so it may be too early to diversify. You are more likely to be successful marketing to your core.
Evaluate and decide whether there is growth in your core business. If so, stick with your core plan. If not, then you either must change or decide that your core market is not what you thought it would be.
You offer a valuable, important service. The issue is branding and a clear vision of what you want to be. Start by identifying your revenue stream. Then assess ways that you can move from one-time sales to an annuity revenue stream without major adjustments to your model.
Is it feasible to build a revenue share model for ancillary services with your core business partners? Here are the steps:
Develop a model.
Talk to both your business partners and customers – test the concept. See how they respond.
There are two things to look for: does it turn out that that the model is easy to sell and implement, with little effort or distraction from our core business, or does it compliment your core business. If either or both is the case, you may want to pursue it.
Situation: A company’s accountants advise them to make distributions for tax purposes. Simultaneously, the company’s future is based on technology and staying ahead of the competition. This requires ongoing investment. Do you focus on taxes or investment?
Advice from the CEOs:
The focus of the answer is distributions and company morale, not tax planning. Think about the impact on the team. Are there considerable differentials in compensation within the company? If so, this may be impacting morale.
Differentiate bonuses from variable compensation. Make bonuses special. This starts at the top. The attitude should be that if someone works hard, they will be compensated. Once bonuses become assumed, they are just regarded as part of the overall compensation package.
Smaller geographical units can help retain a small company atmosphere and drive. As a company grows, similar results can be achieved with Tiger Team projects.
If the organizational structure enables this, foster friendly competition metrics between offices – and publish the results.
One company distributes performance data to top staff – with color-color coded red/yellow/green metrics based on performance. All red and yellow numbers require an explanation. The company has seen a significant reduction in red and yellow metrics since they started this.
At company meetings – publicize and recognize top 10 performers in various areas. Recognition boosts morale.
Company events boost teamwork and morale. These may include company barbeques, in-house cooking shows created and run by staff, and quarterly outings – bocce ball, tubing, sailing on the Bay.
Growth is accompanied by change. When a company starts it’s a mission. After 15 years it’s a job. This is a function of growth, and it takes ongoing creativity to keep individual employees excited about their job and role.
Situation: A company is planning for growth and is considering several business opportunities. None are fully baked, but broadly speaking the CEO is interested in a list of pros and cons that will help her team to evaluate the opportunities before them. What questions should the management team be asking? How do you evaluate business opportunities?
Advice from the CEOs:
Which of the opportunities do you find exciting? Which opportunities ignite your passion? Which opportunities would be exciting to pursue on a daily basis? Use this to create your first cut.
When you meet with your team, prompt discussion by asking: why do you come to work each day? What drives you now?
Now look at each of the opportunities that you are considering. Which opportunities best reflect your answers?
Rank the opportunities in terms of probability of success. For each, do a SWOT analysis – how does each address your current strengths, weaknesses, opportunities and threats? How could each make the company stronger or address potential threats that you foresee?
Which opportunity provides the best segue to your long-term strategic opportunities over the next 2-3 or 3-5 years?
On a personal basis, how important is power and authority to you? What about the personal and work time that is available to you? What is your role, as CEO, in each opportunity? For each opportunity, does this role reflect your personal priorities? Finally, what is your ideal opportunity, in personal terms?
Once you have evaluated all of your opportunities – including your personal ideal opportunity – perform a weighted scoring of the opportunities to test your assumptions. Among the opportunities available, which is closest in score to your ideal opportunity?
Situation: A company is preparing for end of year reviews. They use several performance measures to evaluation employee performance, including 360 Reviews. The challenge is that both managers and peers tend to rate everyone at the highest levels – even though everyone knows that this is not valid. How do you get managers to honestly rate their teams?
Advice from the CEOs:
This is a common problem for companies. The central issue is that managers want to get on well with their teams, and may fear that giving someone a less than stellar review will impact individual and team performance. You have to change both the perspective and the methodology.
Start with the basics. Performance reviews are about communication and documentation.
Expectations should be based on an up-to-date Job Description for the position.
Job Descriptions should address skills, expertise and behavior. Clarity and specificity are essential.
They should anticipate growth, and include standards of performance to measure growth.
To prepare for a review meeting, the manager rates the employee against the standards specified in the Job Description, as well as any objectives established in past reviews. The employee self-rates against the same measures.
Following the review meeting, the manager must document the discussion and objectives for the next period set during the meeting. The employee reviews and signs this document.
For managers, a key performance measure is quality and substance of reviews.
Besides individual reviews, have your managers rank their people 1 to X along several metrics:
Reliability on the job
High or low maintenance
Use zero based thinking: Knowing what I do now, would I hire this employee for their current position?
Align the review process with the company’s goals.
Do a total ranking among company employees. Tell managers that those ranking last place(s) must be upgraded. The CEO approves the final ranking.
Situation: A company needs to expand to meet growing demand and has opportunities to expand in several locales. They can finance this expansion through bank loans, or by selling either a minority or majority interest in the company. How do you raise capital for an expansion?
Advice from the CEOs:
Minority shareholders have appeal. Just be aware that they have rights. If they own interest above a certain percentage, they gain legal rights such as the ability to force liquidation. Research this percentage, and figure out a percentage of minority ownership that will work for you. Based on this, look for a minority partner who will give you the capital to expand for ownership below this threshold.
Consider a hybrid solution combining a smaller loan with sale of a limited percent of the company.
This is a risk equation.
The loan option is risk / reward for long term profit. You may have to secure the loan with personal assets.
On the other hand, selling a minority interest could set you up for life.
Look at both options, plus your personal goals and decide which combination of risk, reward and personal security fits you best.
One sale option is a phased buy out.
Example: sell 30% now, with options under conditions that you accept, to buy a larger share of your company later.
Continue to involve the key stakeholders in these discussions.
Assure that you secure your own future, and then secure the future of other family members.
Interview with Ishveen Anand, CEO, OpenSponsorship.com
Situation: Emerging stage companies that get early traction must maintain momentum and strong growth. This is particularly true if the company is competing in an established industry where innovative and new solutions are not the norm. Early adopters fall back into old, comfortable habits. Filling the pipeline with new prospects takes a lot of energy. How do you maintain momentum as you grow?
Find a familiar, respected example of an existing service that is similar to yours. Match.com is widely recognized. We use Match.com to describe how we connect athletes with potential sponsors. Our service is free in the early stages and focuses on introductions. It costs nothing unless the parties decide on a deal. It’s up to the parties to decide whether to go out, form a relationship, and later end up together.
Map the stages of a sale for your offering, and select progressive KPIs that represent these stages. For example, early on it may be users. Later it becomes messages between users. A sale is closed when messages produce deals. Once you have progressive KPIs you can focus on tipping points between the stages and facilitating movement from user to message to deal. Set metrics and timeline objectives at each stage of the transaction.
Closely monitor conversation rates between users, messages and deals. Watch the momentum of conversion between the stages and test interventions that positively impact this momentum.
Match social media channels to the personalities of each of your stages. Twitter is a great metric of sales success and LinkedIn helps us to understand the reach of OpenSponsorship. Instagram is a great tool for those selling products, so slightly less relevant to us, but still necessary. Use the appropriate channel that will best bring potential users into your sales stream. An advantage of social media channels is that these provide additional insight into your transaction stream and what users are saying about you.
Understand what’s right for your users. Early on you look for elements that will create buzz and feed viral growth. Target special events and opportunities which offer high visibility. For us, a big event will be the 2016 Olympics in Rio de Janeiro. For another company it may be a large convention like CES or SxSW. Plan in advance and make the most of these opportunities.
Know your users’ seasonality. What are their peak purchase seasons? Do they have special seasons? What are their off-seasons? How can you take advantage of this knowledge to offer them new opportunities? Populate your web site with the right pages and social media marketing efforts linking to these pages to drive usage and business year-round.
Important pieces of momentum are staffing and investment. Early on, these seem almost like distractions to a CEO. The CEO is more engaged in the product or service being provided. However, personnel and fundraising decisions critically impact the future of the venture and must be taken seriously. Success will depend upon the CEO’s being able to move seamlessly between conversations about product and service, staffing and fundraising.
Situation: A company is encouraged by signs of a strengthening economy. They want to encourage their staff to prepare for growth and new opportunities. The CEO is curious about what other companies are doing to prepare their staff so that they emerge from the recession stronger than they were in 2008. How do you emerge from the recession stronger than you were before it began?
Advice from the CEOs:
One company is organizing company meetings at each site to outline their high level plans so that all managers know the plan and vision:
o General company direction
o Market and opportunity
o The plan – where they are, what they’re going to do by when
Another company conducts a general employee meeting every two months. At the last meeting:
o They cancelled the 20th day off without pay – and celebrated!
o They compared revenue growth now versus last year, focusing on the positive upside and company’s potential.
o They explained why they are now recruiting, and reinforced their business model.
o They had kept up marketing and sales during recession and these are now paying off.
Another is reinforcing the belief that they will stay lean and mean.
Another is Increasing update communication frequency and assuring that managers are updating their teams. This maintains the soft reasons for people to stay onboard, and to stay excited.
What not to do: do NOT allow cuts that were made to survive destroy the long-term workable business model.