The second installment of The Credit Junction's 4-part M&A blog series. In this piece, learn about how to select relevant team members to aid you as you sell your business.
You have spent the better part of your career building your company. It represents a significant investment of your time and energy and countless nights and weekends away from your family. Your ownership stake is by far the largest component of your net worth. Thinking about selling your company and planning your life after a potential sale can be overwhelming. But, believe it or not, deciding to sell your business is easier. Preparing, planning and executing a transaction is a complicated and time-consuming process. Trying to navigate these unfamiliar waters on your own could cost you. I’d recommend assembling a team of experienced professionals and trusted colleagues to assist with the process.
Among the professional advisors you should consider adding to your team are an accountant, a tax advisor, a lawyer and an investment banker. Review their experience and track record to make sure they will understand your company and your industry. They should have a good reputation and be willing to provide references from both successful and unsuccessful transactions. They should be able to outline their strategy and provide you with a detailed fee estimate as it relates to the assignment. Most important, however, is your trust in each person. If you don’t trust your advisor, it will be difficult to accept their advice and feel comfortable through each step of the process.
Hopefully you are already working with a reputable accounting firm and/or law firm to help prepare the company for sale (see part 1 of this M&A blog series). These advisors would be an excellent resource for referrals to other professional advisors. Interview each group and make sure you know the composition of the execution team. You don’t want to be sold by the senior partner only to be serviced by the inexperienced associate.
Accountants provide a range of merger or acquisition services that include planning, due diligence, structuring, post-closing assistance and general support during negotiations. If you are already working with a reputable accounting firm, selecting a firm to work with on the sale might not be too difficult. In most cases, accounting firms will have separate audit services teams, transaction services teams and tax advisory teams. Each specialty will be pulled in on an as-needed basis to assist with certain clients. Valuations and due diligence services typically fall under the transaction services team. Interview the people who will be working for you to be sure you are comfortable with them. If you trust the partner that you are working with, simply make sure that he or she remains the primary point of contact. Your accountant should:
- Have intimate knowledge of the company’s accounting policies and procedures and be able to explain each account in detail,
- Be able to effectively present the company and defend accounting decisions,
- Have valuation experience with firms of a similar size and in a similar industry,
- Have industry experience and understand specific issues likely to be encountered during the due diligence process,
- Facilitate information preparation and responses to buyer questions,
- Understand both corporate and personal tax issues to create value with structuring process, and
- Have an understanding of industry metrics and the typical operating cost structure for companies in this industry vertical.
Lawyers, at the most basic level, document the business agreement between the buying and selling parties. However, looking at it so simply is a mistake. Good corporate attorneys have experience with complex tax structuring, transaction financing, intellectual property, employee benefits and executive compensation, corporate finance and securities law, and regulatory issues. When selecting a lawyer, inquire about their recent merger and acquisition experience with similar-sized companies in similar industries. During the negotiation and structuring of the transaction it will be important to have perspective on what the “market” is for particular terms (i.e. representations and warranties, escrow/purchase price holdback, etc.). In addition to negotiating and structuring, an attorney will also help organize due diligence materials and assist with certain tax advisory. A good attorney will understand the business issues at hand and be able to interpret the technical aspects of the law. I have seen a good attorney help save a transaction and I have seen a bad attorney kill a deal. Deal attorneys should be:
- Solution oriented and flexible. Addressing business concerns with legal solutions instead of presenting roadblocks that derail a transaction,
- Experienced with legal, environmental, employment and other regulatory issues specific to your industry,
- Able to thoughtfully and comprehensively represent your interests in all aspects of the transaction, and
- Willing to provide an estimate of the total fee required to represent you in a potential transaction.
Investment Bankers assist on all aspects of a transaction including identifying and vetting potential buyers, analyzing offers, negotiating transaction terms and conditions, managing the due diligence process, and focusing all parties on closing the deal. These intermediaries are an important part of the sale process. They can synthesize valuation, legal, accounting, finance, regulatory, operational, and cultural issues to name a few, and be your advocate during the negotiation. Your company will be analyzed with a fine-toothed comb during this process. It’s important that you have an ally that can do a significant amount of work up-front to package and prepare the business for sale. That means that they should coordinate an initial due diligence run through to make sure they uncover any potential problems with the company. This will help them understand every aspect of the company – financials, operations and products and services. Remember, the banker will be selling the equity story to potential buyers. He or she needs to know it well to overcome the hurdles that will be put in place by potential buyers. Your banker should:
Have experience successfully closing recent transactions with companies of similar size and in a similar industry,
Demonstrate an understanding of industry dynamics and have an extensive database of industry contacts
- Provide a comprehensive and realistic view on potential valuation expectations,
- Outline a detailed marketing strategy which should include a list of likely buyers, both strategic and financial,
- Have proper FINRA regulatory licensing if the structure of the transaction requires it, and
- Detail a reasonable fee structure that includes an estimated retainer fee and a success-based component that aligns their interest with yours.
In addition to your professional advisors, you should have a reliable team of 4 to 5 loyal internal employees whom you trust to maintain the confidentiality of the process. Likely candidates to consider include your Chief Financial Officer/Controller, Chief Operating Officer, VP of Sales and potentially an external board member if you have any. Many of these people are probably key employees who will be an important part of the company post-transaction. To compensate them for their assistance, they should be incentivized to put in the effort and reinforce their importance to the company going forward.
For the same reason you wouldn’t try to fix your own car with Jeff Spicoli’s “ultimate set of tools,” you probably shouldn’t try to sell your own company. (Yes, I slipped in a reference to the 1982 film classic Fast Times at Ridgemont High!). You might not directly damage the business, however if you decide to try to go at it alone, there is a good chance that you will leave some combination financial performance and valuation on the table. A thoughtful approach to the preparation and execution of the sale of the company will allow the shareholders to achieve their highest and best offer and permit the business to continue without significant disruption.
We are happy to make an introduction to an experienced investment banker, transaction attorney, accounting firm or tax expert. Please contact us with any questions.