CEO Advisor Newsletter November 2019
Top 10 Reasons Why Not to Sell
Your Own Business
But when it comes to selling a business that you've worked so long and hard to build, it's not only prudent, but very cost-effective to hire a professional mergers and acquisitions (M&A) advisor. Invest in a professional who has the expertise and experience to get the sale done and get it done at the optimal price and terms. There is too much at stake to risk making it a sale by owner project.
Selling your business is extremely complex, requires a tremendous amount of time, preparation and follow through, organization and skill, and is one of those things that requires the experience of a business, finance, and M&A professional all in one.
Here are 10 reasons why you shouldn't attempt to do it yourself:
10. Maintaining Confidentiality. Maintaining a certain level of confidentiality across 75 to 100 targeted buyers is essential when selling your business. How do you maintain confidentiality while marketing to your potential buyers? You can't. You need an intermediary between you and the buyer. An M&A professional who is not involved with the business, contacts your targeted buyers, qualifies buyers, provides select amount of information and puts you in a strong, competitive position to sell.
9. You May Not be Dealing with the Optimal Buyers. Because of the large task of selling your company, many business owners selling their own business are dealing with buyers who happen to approach them. In many cases, these buyers are savvy business owners, in the same industry, looking to buy a business on the cheap or are very experienced at buying businesses. These types of buyers typically do not make the best offer nor are they financially qualified to buy the business.
8. It Involves an Extensive Amount of Time Better Spent Running Your Business. Selling a business takes a tremendous amount of time, organization, and a sale process that generates results. The preparation alone to launch the process and generate multiple offers takes a lot of time (and expertise). Dealing with multiple potential buyers takes time. Meanwhile, you're trying to run the business and live your life. Do you really have the extra time to spend your precious hours selling your business when an expert should do it for you?
7. You Lack the Expertise and Experience in Selling a Business. Selling your business is not as simple as selling a property, and a business requires several types of expertise. You need to prepare information and reporting, and be very knowledgeable about financial statements and how businesses are valued. You need to know how to conduct the Due Diligence process and assist in the many business and tax issues that arise in the legal process when selling a business. You need to know what you can do, what your M&A advisor should do, what your tax advisor should do and what your corporate/transaction attorney should do to keep the buyer engaged and on track to get the deal completed.
You may have a very good attorney and accountant, but they do not have the same expertise as an M&A advisor to prepare the needed information to initiate the sale process, solicit offers from a pool of many selected potential buyers, secure offers from these buyers and conduct the Due Diligence process when it comes to selling a business.
6. Representing and Selling Yourself Typically Backfires. If you don't have the time, expertise, experience, great organization and sales skills, you definitely should not be selling your own business. But, even if you are a good salesperson, there is another good reason not to sell your own business. The more you pursue a buyer, the more you are sending a message that you are anxious or desperate to sell, which will tend to make the buyer think that they can pay less for the business. Since it is an M&A advisor's job to pursue buyers, doing so doesn't send the same message.
5. Your Sale Process and Marketing Doesn't Stack Up to an M&A Advisor. Sure, you can entertain a single offer from a company that contacts you but they will know that they are the only interested party, which puts you in a very disadvantageous negotiating position. You can also advertise on a few of the Internet business-for-sale websites, but a strong, experienced M&A advisor has a very disciplined, targeted approach with many pre-existing contacts and a staff to research and pinpoint all of the top potential buyers of your business. The result is that an M&A advisor will reach far more buyers resulting in a much higher probability of a completed sale, a faster sale and at a higher price with better terms.
4. An M&A Advisor Acts as a Buffer. Buying or selling a business is very stressful, takes hundreds of steps and may be the most valuable asset that you own. During the sale process, the buyer and seller are likely to get upset with each other and things may be said that would kill the deal if they were said directly to the other party. The M&A advisor is a buffer between the parties that prevents these deal-killers by implementing an element of Good Cop (you) and Bad Cop (M&A advisor) to perform the tougher negotiations and keep you in a strong standing with the buyer and your future boss.
3. The Sale Process is Much More Than a Couple of Meetings and Accepting an Offer. Accepting an offer to sell your business is only one aspect of the sale process and closing the sale. The sale process includes a plan, researching and documenting the potential buyers, creating and housing all of the preparation materials that will attract and secure a strong offer, negotiating and finalizing the offer, a complete Due Diligence process, overcoming any tax issues, typically negotiating a lease with the landlord, and working through all of the purchase agreement and employment agreement issues.
2. You Need a Trusted Advisor. Your attorney and accountant may be very skilled and knowledgeable, but most don't commit the needed time, don't focus on a goal of securing multiple offers, and don't have the knowledge about the marketplace and selling businesses that is needed to be successful.
Attorneys and accountants react to an offer that is secured. A hands-on M&A advisor will advise you throughout the process and help you avoid making a major mistake that will cost you a ton of money or that will jeopardize the sale altogether. Also, a buyer is more willing to accept what an M&A advisor recommends since the prospective buyer will have developed a relationship with the M&A advisor from the first phone call initiated to the buyer, rather than what your attorney or accountant desire, who are typically pressing on a legal or tax issue.
1. Selling Your Business Faster For the Best Price. This reason alone should be enough to move any seller to using an M&A advisor. Selling a business is both tedious and stressful, and the only reason to undertake such an endeavor on your own would be to save money. But when it comes to selling a business, do-it-yourselfers typically get a lower price for their business and most don't get a transaction done at all. Why is that? An M&A advisor will reach a greater number of prospective buyers who know they must compete on price. Because they widen the field, an M&A advisor more than makes up for their fees with a proven sale process, higher sales price and better terms, providing the seller with a higher take-home figure.
Some sellers attempt to sell their own business, only to find the sale process is much more complicated and time consuming than they anticipated. Business deals are complex transactions that require expertise well beyond what the typical CEO or business owner has.
An M&A advisor is an expert and your trusted business advisor, your marketing team, and your expert negotiator all wrapped up in one. Contact Mark Hartsell, MBA, President of CEO Advisor, Inc. for a no cost initial consultation at (949) 629-2520, by email at MHartsell@CEOAdvisor.com or visit us at www.CEOAdvisor.com for more information.
What Every CEO Needs to Know About Mergers and Acquisitions
EBITDA Multiples Drive Acquisition Deal PricesMost acquisition deals are valued off of financial metrics and completed deal comparables. EBITDA, or Earnings Before Interest, Taxes, Depreciation and Amortization, is the key metric for applying a multiple to derive the value of a company. Corporate mergers and acquisitions (M&A) departments (strategic buyers) and Private Equity firms (financial buyers) value deals based on EBITDA multiples. The EBITDA multiple is affected by the company's industry, size of the market, revenue growth rate, recurring revenue, gross profit margin, management team, intellectual property, EBITDA, EBITDA growth rate and other factors.
You Have to Stay On M&A isn't a one-time cash-out, at least not anymore. Most acquisition deals have a 2-3 year retention of the owner(s) or CEO, seller notes and potentially a 2-3 year earn-out. Assume if you get acquired, you're committing to a minimum of 24 months with the acquiring company in a specific role. This is critical to getting a transaction done, and you should show a world of enthusiasm to help the buyer grow the combined business after closing the deal.
Acquiring Companies Don't Buy Low or No-Growth CompaniesA ten year old company that is growing 10% per year is of little or no interest to strategic buyers. A financial buyer, such as a Private Equity firm, may be interested if a strong fit, but at a depressed valuation. It is critical to fix your deficiencies and excel in all aspects of your business to optimize your value and attract buyers. CEO Advisor, Inc. works with CEOs to accelerate growth, as well as, create an exit strategy and provide M&A advisory services to facilitate the entire sale process.
Companies Don't Buy Startups or Small CompaniesThere are 1,000 companies that Apple, General Electric, Microsoft, Google, Salesforce or Facebook could buy and all could make strategic sense. But that's not how M&A deals happen. It's when a CEO sees a strategic gap, or a SVP sees a gap in what he/she can get done in the next 12-18 months - and fills that gap with an acquisition, right or wrong. In the end, corporate M&A departments have limited time and a very specific M&A strategy.
Smaller companies clearly enter the radar screens when they approach $10 million in sales. Your goal is to reach $10 million in sales in a profitable manner as soon as possible through organic growth or by acquiring a company. The great majority of the time M&A deals actually happen when a CEO, president or business owner has an experienced team of advisors (M&A advisor like CEO Advisor, Inc., corporate/transaction attorney and tax advisor) behind him/her working extremely hard for 6+ months to seek out a buyer and get a transaction to closing.
Knowing the "Value Drivers" is CriticalOnce a Letter of Intent (LOI) is signed, the acquirer will spend a substantial amount of Due Diligence effort to identify the sources of value (Revenues, Gross Profit, Gross Profit Margin, Quality Customers on Contracts, Recurring Revenue, Technology and other Intellectual Property, Management and Personnel, Brand, EBITDA, EBITDA Growth) from the deal. It is essential for you to maximize these value drivers and present them to potential acquirers clearly and distinctly.
CEO Advisor, Inc. provides mergers and acquisitions advisory services to CEOs, presidents and business owners of small and mid-size companies. Call Mark Hartsell, MBA, President of CEO Advisor, Inc. today at (949) 629-2520, text Mark at (714) 697-3370 or email MHartsell@CEOAdvisor.com to schedule a free initial consultation.