Quite a few of the business owners that attend our exit planning workshops are not there to sell 100% of their companies. Many are there because they need capital for growth and are interested in learning about some of their options for doing so. Essentially each owner wants to attract investors to acquire a percentage of his or her company’s stock and re-capitalize the business for expansion.
Although Generational Equity generally focuses on finding buyers that want 100% of a target’s business, we do provide partial sale services. This is where a buyer acquires 51% (or more) of our client’s stock and retains existing management to help grow the business. Normally the types of buyers who create these deal structures are private equity firms.
This arrangement can be quite lucrative for all parties involved; in fact around 26% of our deals closed in 2014 were with private equity groups (PEGS).
However, throughout the years we have cautioned business owners that are interested in this type of investor to make sure that they are realistic and do their research prior to approaching PEGs, especially if they are going to do so without professional assistance and guidance. Here are some issues to be aware of if you, too, are thinking of approaching this group:
Since many of these are self-explanatory, I will only highlight a couple of the most important ones for you here. To learn more, attend a Generational Equity M&A seminar. These educational meetings cover a full range of buyer types, including equity firms, and how deals like this can be structured.
One of the most important issues you will face is your expectation of the value of the business. All too often business owners are approached by Larry at the country club, who 20 years ago owned a business. After a couple of cocktails Larry tells you that your business is worth XXX millions and that you shouldn’t accept a dime less. Over time in the business owner’s mind, Larry’s napkin valuation typically grows to the point where reality is far off the horizon.
Don’t let this happen to you. If you expect to sell 60% of your company to an equity firm and retain 40% of the new entity, you need to know what 100% of the company is truly worth in today’s market.
On the flip side, some business owners undervalue their businesses because they focus on the negative issues that take up most of their time to control and maintain.
You need to avoid both of these scenarios by having your company valued by a professional business valuation firm (and not an appraiser of equipment, your company is most likely worth more than the depreciated value of your equipment). A professional valuation firm will use a variety of methods to determine the most accurate range of value for your company.
On a side note, Generational Equity’s valuation team was named Valuation Firm of the Year in 2014 by The M&A Advisor. Quite frankly, no M&A team in the lower middle-market has evaluated more businesses than our group. You need to find a company that can provide this type of service as well.
One last thing about valuations: Your accountant may be able to do this, however, chances are good he is not an expert in valuation methodologies and his/her value conclusion will probably be torn apart by an equity firm.
OK, assuming that you now have an accurate value range for your business in hand, you need to create documentation that equity investors want to see. You have to keep this in mind: Professional buyers with these firms will look at literally HUNDREDS of opportunities every year. This means that you need to create information and provide it so that they can quickly decide if you merit further review.
Two key pieces of documentation you will need are:
Note: Both of these need to be based on “recast” financials.
The CBR is a one- or two-page summary of your OM, only it is written in such a way to disclose just enough information to attract interest WITHOUT letting folks know who you are. What you need to do is provide top and bottom-line financial data for three historic and five projected years, explain why your buyers buy from you, what future opportunities your company provides, and generally where you are located (state and region typically).
If you are not a professional writer or an investment banker with experience, this document can be a challenge. It needs to be creative but not bombastic. Avoid terms like “industry leader,” “only one of its kind,” and “no competition” as you prepare your teaser.
The OM is your 60- to 100-page document that you provide after a target has signed your non-disclosure agreement (NDA).
Note: Your NDA needs to be drafted by an attorney. See the fifth bullet point above.
The OM should document your past and, in great detail, explain your future growth. Again, avoid hyperbole here. If your company has been growing at a 5% clip for 20 years and your net profit margin has hovered around 8%, be careful not to suddenly show 30% growth and 15% margins in your OM. It will be discounted and most likely, you won’t get a follow-up call.
If you want top dollar for your company, odds are better if you hire an M&A professional to represent you. Certainly equity firms acquire privately held companies all the time that are not represented by advisors. But they do so to their benefit, not necessarily the business owner’s. In fact, in a recent article on the Axial blog (Axial is a leading B2B website matching business owners with capital providers), their research found this:
“In the study, entitled Does Hiring M&A Advisors Matter for Private Sellers?, Agrawal et al. discovered that ‘private sellers receive significantly higher acquisition premiums when they retain M&A advisors.’ Although ‘top-tier’ intermediaries offered the highest acquisition premium, the benefit of the M&A advisor held true across all deal sizes.”
You might ask, why does this happen? Simple: Hiring an M&A professional helps you with all six of the issues listed above.
Once retained, a professional firm will perform a thorough evaluation on your company to determine value. Then, they will create documentation that will help attract buyers and close deals. They will guide you through the 12-18 months it takes to close most deals and help you understand the process.
An experienced M&A advisory firm will approach those equity firms that make sense based on relationships they have developed with them. And finally, in conjunction with your legal counsel, they will help to ensure that any deal created protects your interests while getting you the most value in both the short and long term.
So it is a good idea to spend some money to make some money!
As mentioned, Generational Equity holds educational seminars on these topics since we know that most business owners may have a vague idea of their options and what they want to do; however, they have never formally created an exit plan. We are here to help. If you would like to learn how, give us a call at 877-213-1792 and we will give you all the details.
Carl Doerksen is the Director of Corporate Development at Generational Equity.
© 2015 Generational Equity, LLC. All Rights Reserved.
We are very happy with the end result, and are very happy to be able to move forward with all of our future growth plans.Rick Nowak, President/CEO, Kurz Electric Solutions, Inc.
I quickly recognized that Don was working for Sharpe Mixers above all else, and held our interests above others.Jay Dinnison, Owner of Sharpe Mixers
We will highly recommend Generational Equity and Musa Jagne to any business owner about to embark on the same process.Karen S. Williams, CFO, BW Manufacturing
Tom Staszak is one of the most professional people I have dealt with in my last forty years of business. You’ve got a great group of people and you have built a truly professional organization.Michael J Polarek, President, Paragon Packaging
Generational Equity’s assistance was invaluable in compiling and marketing our business.Bil MacLeslie, CEO, ipHouse
Bruce and I wanted to take this opportunity to thank Generational Equity for assigning Musa Jagne to our transaction. In Bruce’s words, “Musa did one hell of a job for us!”Karen S. Williams, CFO, BW Manufacturing
Thanks again Phil and feel free to have a future client call me if they would like a referral. You are a true professional!Andy Graham, Vice President, Modern Heating & Plumbing
The process was much more involved than I expected and your help, experience and advice was a big factor in making the negotiations go as smoothly as possible.Terry D. Wickman, President, Keytroller
We were happy to see the interest in our company and what we cherished has not just a valuable company but an important company to the communities we served in.Larry Moore, Owner, A Company Portable Restrooms
Michael worked tirelessly, He followed every lead meticulously and urgently to make sure nothing was missed.Robert Evans, President and CEO of Mealtracker Dietary Software
We knew it would be a difficult task to have someone really understand our business and our market, prior to researching a possible buyer, so it was imperative that we found someone of your caliber, with definite proven experience in this area.Rick Nowak, President/CEO, Kurz Electric Solutions, Inc.
Your wisdom and experience were invaluable to me during this once-in-a-lifetime transaction.Ralph Noblin, President of Noblin & Associates
I must say that I have never worked with a more driven, competent and focused individual as Don Ho.Jay Dinnison, Owner of Sharpe Mixers
Greetings Mike. Thank you for the captivating and compelling presentation you made at the Phoenix presentation last week. Over many years in business yours was the most informative and well-presented presentation, on any subject, that I have ever attended! Your energy and enthusiasm combined with your concise and captivating support of your positions with easily understood examples and data was compelling.Pete L.
Generational Equity educated and informed us – so that we could be on the upside of a good decision (to sell).Bil MacLeslie, CEO, ipHouse
I would like to thank you and your firm, Generational Equity, for being our valued advisors in our journey.Bil MacLeslie, CEO, ipHouse
I couldn’t have asked for a better team than Michael and Deborah. We couldn’t have done it without them.Robert Evans, President and CEO of Mealtracker Dietary Software
I wanted to write you a quick letter to express our appreciation and our delight on the outcome of helping us through the process of our recent sale. We are very happy with the end result, and are very happy to be able to move forward with all of our future growth plans.Terry D. Wickman, President, Keytroller
The help you provided us during each step of this process made us feel very comfortable and confident we were selecting the right approach to transition our Company.Andy Graham, Vice President, Modern Heating & Plumbing
We are extremely pleased with the way Generational Equity handled the sale of our company. Your associates, Tom and Chris, did an outstanding job of getting us (me) through the process.Michael J Polarek, President, Paragon Packaging
We thank you Eric and Generational Equity making our dream come true.Larry Moore, Owner, A Company Portable Restrooms
Thank you again for all your guidance and support. Any company will achieve what they intend, if they have you on their team!Rick Nowak, President/CEO, Kurz Electric Solutions, Inc.
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