Being entrepreneurial, business owners feel that because they’re successful at running a company they can handle the sale of their business just as well. But this can be a dangerous attitude. An advisor allows you to offload a lot of the distractions involved in a sale, enabling you to concentrate on running your business. And there’s no more important time for a company to be firing on all cylinders than when you are looking to attract a buyer.
There really is no downside to initiating a discussion with an investment banker. At a minimum you will gain insight from the banker, who can share valuation metrics and prospective investor names gleaned from representative transactions. By assessing your business operations, financial condition, trends and management team, an experienced advisor can help you prepare your business and time your transaction for optimal results.
One of the main advantages advisors offer is their ability to generate multiple interested buyers, which can drive deal terms that favor your business. You could have two different suitors offering $50 million for your company, but no two $50 million offers look alike. Reps and warranties, employment agreements, the amount of cash versus stock versus earnout – all of these components can be very different. That’s why having an experienced investment banker hammering out details is crucial. Not to mention, competition provides a negotiating lever.
Looking out for your best interests
Your advisors will have your best interests in mind when negotiating the sale of your company. However, potential buyers likely will not. In fact, some potential acquirers will approach business owners directly and try to convince them not to negotiate through an advisor in an attempt to gain the upper hand in any eventual transaction.
But navigating a negotiation requires specialized expertise. For example, a seller may agree to part with the business at six times his company’s earnings before interest, taxes, depreciation and amortization (EBITDA). Everything is going smoothly, but just as the week of closing comes around, the buyer identifies so-called “issues” uncovered in due diligence. The buyer threatens to walk away from the deal unless the overall price of the deal is reduced by 20%.
Although this type of scenario often comes as a shock to the seller, it is not an uncommon one – buyers are always trying to find ways to get the price down. And very often it’s in the 11th hour, when the seller has assumed the deal is done and is already envisioning lounging on a beach in Bermuda.
In direct negotiation with a buyer, a seller without an advisor, especially when faced with lengthy due diligence and negotiations, may accept any last-minute changes just to close the deal. But advisors who are used to the process will be prepared to control it to the favor of the client. They may be armed with alternative offers from other potential suitors as well, and will stand their ground, leading to an optimal outcome for the client. The buyer will often back down at the prospect of one of their competitors acquiring the company instead.
Selling your business or raising capital is a complex and sometimes treacherous process. Before deciding to go it alone, talking to an appropriate advisor can help maximize the value of your business and negotiate a deal that protects your interests. As the owner or founder, you deserve nothing less