08/24/2017
HOW TO HIRE A MERGER AND ACQUISITION ADVISOR FOR THE SALE OF A PRIVATE OR FAMILY BUSINESS
William O. Inman, III
Chairman and Founder
The Inman Company
OVERVIEW
Selling a business is perhaps the most important decision an owner(s) will make in their business life. For most, it is a once-in-a-lifetime opportunity if timed and managed professionally, can be completed quickly, painlessly and provide financial security for a family for generations.
In recent years, as the economy has recovered from the Great Recession and businesses have prospered, values of many lower middle market companies (revenues of $5M-$100M) have peaked. Much of this is due to the number of buyers, cheap and abundant financing, and the difficulty of buyers to grow organically during periods of slow growth.
Many business owners today sense that a correction in the market is near and are considering a sale. Most, however, are not prepared for the selling process. They often do not recognize the complex issues involved and underestimate the time and resources required to do the job successfully. Most are unfamiliar with if, and how to seek professional assistance.
Most buyers today are experienced at making acquisitions, few sellers are as experienced at selling. A Fortune 500 Company public company would never enter into a sale transaction without the assistance and participation of Wall Street advisors. Statistics have shown that a professional advisor can add as much as 40-50% to the selling price, and greatly increase the likelihood of a successful closing.
PREPARING FOR A SALE
Few business owners give much thought to preparing their Company for sale. This is unfortunate since there are many steps required to maximize value. Some of these can require several years to implement.
An experienced M&A Advisor can assist with the following:
• Recognizing changes in the market for private companies and advising as to when to sell.
• Emphasizing the importance of good financial statements and ancillary reports
• Developing sophisticated financial models that can serve as a road map to the future.
• Assist in evaluating new technologies required to remain competitive
• Evaluating management and determining the transferable value of the business
• Advising on succession planning and family issues
• Making introductions to other professionals needed to close a transaction
PERSONAL QUALITIES
Many firms and individuals claim to be experts selling a business. Some are “business brokers” who do a fine job in selling a small business. An M&A advisor for a Company with revenues of $10M +/-, however, should have extensive academic and professional credentials, years of experience closing larger transactions, and a knowledge of all aspects of the deal, financial, legal, tax and operational.
They should have access to hundreds of potential buyers, financials and strategic. They should have been CEOs or owners themselves and understand the emotional, as well as business issues related to a sale or purchase. Some advisors have specific industry experience but they also sometimes have conflicts of interest that result in the advisor following a familiar path, seeking an easy deal, rather than doing the hard work necessary to maximize value for their client.
When selecting an advisor, it’s important that the seller not focus exclusively on the M&A firm, but also the individual(s) who will be doing the work. Being comfortable with the advisor on a personal basis is critical.
Larger M&A firms have senior people as "rainmakers", with less experienced associates handling the smaller deals and the “heavy lifting”. Some firms hire sales people to “pitch” their services who have never closed a deal. These firms short-change their clients by not providing experienced people to the project.
Regardless of the firm, the seller should insist on these minimum personal qualities:
• Proper credentials including Federal and State licensing requirements, if required
• An excellent personal reputation and long track record of success
• A personal commitment to the project, willingness to make the sale a priority, and being available 24/7
• A personality that is mature, stable with excellent people and communication skills and capable of handling stressful, complex and difficult discussions
• Patience with, and an understanding of, an owner’s emotional bonds to their business and employees
• Someone who shares the owner(s) core values
• A professional appearance that reflects positively on the seller and the business
PROFESSIONAL QUALITIES
At a minimum, the advisor should bring the following professional qualities:
• A record of managing many other M&A transactions of similar size and complexity. References are important
• Experience in working with private companies and family businesses and the unique challenges they present
• Advice that is independent, without emotion or bias, based upon facts, and without conflicts of interest
• The ability to provide guidance and suggestions as to various deal alternatives and how to minimize taxes
• Access to the detailed research required to be informed about the Company's industry
• The resources required to identify the best buyers (strategic and financials) without conflicts of interest
• The ability and willingness to professionally package the business and present it in its best light
• Demonstrated negotiation skills
• The ability to assist the buyer in arranging financing for the acquisition, if necessary
• A track record of managing lawyers, reviewing the sale documents, and getting deals closed
• Solid advice that is independent and fact based, without conflicts of interest, and in the client's best interest
• An approach not mandated by a need to close and one that preserves confidentiality always
THE SALE PROCESS
A professional advisor should have a proven process that is highly disciplined, with established deliverables, deadlines, etc. that includes the following:
• Preparation of a Confidential Information Memorandum which includes a confidential business assessment (review) of the Company to identify its strengths, weaknesses, opportunities and risks
• Benchmarks comparing the Company’s financial performance with others of similar size in the same industry
• An opinion of the fair market value of the Company’s assets based upon comparable sales and accepted valuation methodology
• Various transaction alternatives
• Identify and pre-qualify potential buyers
• Personally, contact potential buyers, build a personal relationship with each, and establish the seller as serious and not simply testing the market
• Negotiate the terms of the transaction
• Participate in and supervise the due diligence process
• Review the legal documentation, assist and manage the lawyers, and close the transaction.
In some cases, the advisor is asked to perform additional services:
• Restructuring and/or renegotiating the seller’s debt
• Arranging financing for the buyer
• Provide strategic consulting well in advance of a transaction to prepare the Company for sale
• Assist in resolving shareholder/family issues that can destroy value
• Develop incentive compensation (golden handcuffs) plans for key employees
INSURE A SUCCESSUL OUTCOME
For many reasons, M&A transactions often fail to close. In the process, sellers become frustrated and the business can be damaged. An experienced advisor will work to preserve the confidentiality of the discussions, and urge the seller to limit the seller’s employees with knowledge of the sale to an absolute minimum. Buyer meetings with owners and key employees should be reserved for due diligence.
The advisor should keep owners focused first on managing the business, not the sale. Visits by buyers should be restricted to after-hours, and the protection of Company operations, managers, employees, and customers should be the highest priority.
CONSIDER ALL ALTERNATIVES
There are always alternatives in a sale of a business. A sale to employees or management is an option in some cases. A sale to an Employee Stock Ownership Plan (ESOP) offers substantial tax advantages. Strategic partnerships and joint ventures are not uncommon, are relatively simple to negotiate and structure, and can be attractive alternatives to a transaction. A good advisor has experience in developing these agreements.
To maximize value, it is also important that the sale process includes strategic and financial buyers. These buyers have fundamentally different objectives, which usually affect the deal terms as well as the post-transaction dynamics.
FEES
Written fee agreements with professional M&A advisors are standard and the terms are mostly consistent from firm to firm. Unlike CPAs and lawyers who charge on an hourly basis, a M&A advisor’s fees should ALWAYS be primarily incentive-based and paid upon the closing of a transaction. This insures that their financial interests are in alignment with the seller’s.
Upon the closing, the advisor receives a success or transaction fee which can range from 1-10% of the transaction value depending with the percent smaller in larger transactions. Fees for consulting services in anticipation of a transaction or for arranging financing are in addition to normal transaction fees and usually are billed monthly.
A sale of a business is a complicated matter that requires a great deal of information and the preparation of a professional “pitchbook”. This document can require weeks to prepare and includes most of the information a buyer needs without disclosing trade secrets, customer and employee names, etc.
Professional advisors charge a “retainer” to cover their costs in preparing this document and depending upon the size and complexity of the Company, the costs can range from $15-$50k. The retainer also serves to demonstrate a commitment that the seller is serious about making a deal, and the advisor is not spending time and money working on a project where the seller is simply seeking free information.
Normally, advisors also charge for travel expenses. In all cases, the seller is responsible for income taxes and other professional fees including, legal, tax, and accounting services.
PATIENCE REQUIRED
The sale of a business can be a very time-consuming process. Owners attempting to manage a sale themselves report that it can require 70-80% of their time for many months or even years. This is time away from the business and customers. Although deals can have been closed in as little as 90 days, a professionally managed sale process can take 6-12 months or longer.
SUMMARY
70% of all proposed M&A deals never close. The reasons vary but usually it is because the buyer and/or seller disagree on valuation or don’t appreciate the complexities involved in a transaction. Negotiations can be intense and difficult. Due diligence can be extensive, time consuming and expensive. Emotional factors often interfere with good business judgement.
An experienced and knowledgeable M&A advisor should have a unique combination of deal experience, knowledge, communication and transaction skills, and integrity. Most importantly, they should have the commitment required to make every transaction a win-win for everyone.
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The Inman Company is a 22-year-old M&A advisory firm that advises the owners of private companies and family businesses. With offices in Jacksonville and Atlanta, the firm has initiated, negotiated, and closed hundreds of transactions across the U.S. ranging from $5-$700 Million
www.inmanco.com
(404) 803-6959 Atlanta
(904) 534-4207 Jacksonville