Tag Archives: Buyer

What Should You Look For in Selling a Company? Eleven Points

Situation: The owners of a company wish to sell the company. The CEO is 50% owner and some senior employees are partial owners. Ideally the CEO wants to maintain the company’s culture for the good of the employees. What should the CEO look for in an acquiring company or a merger? What pitfalls should be avoided?

Advice from the CEOs:

  • Key Considerations – Define the exit objectives. Understand that pursuing an exit will take time away from other activities. Know your buyer’s team.
  • Stakeholder Alignment – Make sure various stakeholders agree in advance on exit objectives.
  • “Keep an eye on the ball” – Selling a company can be a distraction. Focus on running the company, not on the novelty of selling.
  • Watch Out for Deal-Killer Individual – One member told of a CFO of a buyer company who sabotaged a sale at the last minute.
  • Qualify the Buyer’s Decision Process – It is valuable to understand the process that the buying company will follow to made the acquisition.
  • Broker or M&A Specialist? – About 50% of private party deals are not handled by a broker. These are sales within the industry. Few sales to insiders, such as employees or family, are handled by brokers. The same is true for synergistic companies that are already familiar with each other.
  • Avoid Over Reliance on a Broker – One member told of losing touch with important details of a sale transaction when using a broker. A better alternative was a transaction advisor as opposed to a broker paid by commission.
  • Consider an “Insider” Sale – Some businesses cannot be easily sold to outside buyers. In this case selling to insiders, employees or family may be a good solution. Employee Stock Ownership Plans (ESOPs), or “S” ESOPs using an S-Corp entity, have been numerous and successful.
  • Consider Private Equity – One member spoke of selling to an investment group or private equity group that specializes in buying smaller companies.
  • Buying on the Come – Buyers look for growth. Showing a history of profitable growth is highly desirable. Having a plan for future growth in place is also valuable.
  • Leverage Strategic Partners to Boost Value – One way to increase equity value is to partner with another company. Examples include a partner that provides greater distribution and sales, or which can validate the viability of a technology. That partner can become a future purchaser.

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What Is a Favorable Exit Strategy? Three Points

Situation: A CEO is contemplating retiring in the next two years. The company is profitable but is primarily dependent upon a single large client for whom the CEO is the primary contact. Compared to national averages the company’s profitability is very favorable. The CEO questions whether his valuation of the company is reasonable. What is a favorable exit strategy?

Advice from the CEOs:

  • The principal question from the group is whether the anticipated valuation on exit will yield the financial rewards that the CEO requires.
    • The buyer will discount the value of the current business because the CEO is too important to the business, and because they will not assume that there is ongoing value to the current business beyond 2-3 years.
    • The best option is to sell to a buyer who wants entry into the key client. They will have reasons beyond the value of the company to pay a premium for this access.
    • For planning purposes put the value at 2-3 years of the cash that the CEO takes out of the company, discounted to present value plus some premium for the entry that the buyer seeks. Look at the dollars that this will yield and decide whether this sum is a satisfactory payment.
  • Concerning the company’s relationship with the key client:
    • The company’s reliance on the key client is two-fold – they are the key customer, and they drive the market which yields a premium price for the company’s products.
    • Purchasers do not like to be dependent on a single supplier. Their purchasing department will always be looking for alternative sources.
    • During the exit window it is critical to develop new customer relationships to sustain the company’s growth and reduce reliance on the single key customer.
  • If the key client is #1, who is developing technologies that will compete with the key client?
    • What are their markets?
    • Where are they going?
    • How are they trying to exploit the chinks in key client’s armor?
    • What can the company do to secure a vendor relationship with the companies who may replace the key client?

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