Tuesday, May 22, 2012

The point of Reasonableness When Selling Your company

Heights Finance Corporation - The point of Reasonableness When Selling Your company
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We recently completed a eye of a broad cross section of firm brokers and merger and acquisition professionals. One of the questions we posed was, "What is the biggest challenge you face in your practice?" We gave them eight choices together with lack of financing, sell side deal flow, not enough buyers, etc. We asked our professionals to pick their top three. The top answer was seeder Value Expectations with a 68.9% response rate. The next closest answer was sell side deal flow at 55.3%. Why is this the biggest challenge that our manufactures faces? To me this translates into a great deal of wasted effort on the part of our buyers, our seeder clients, and our profession.

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This is supplementary exacerbated by the firm sellers that expect a full firm sale engagement with no monthly fees and the only cost in the form of a contingent success fee. A true expert M&A engagement includes establishment of blind profiles, confidentiality agreements, memorandum authoring, establishment a database of buyers, buyer contact, argument calls, buyer visits and negotiations. A typical firm sale takes in the middle of 4-12 months and often involves from 500-1,000 hours of investment Banker work.

Because deal flow is the second largest qoute that the manufactures faces, many firm brokers and merger and acquisition professionals will agree to this success fee only seeder demand. I believe it was Rockefeller that said, "If it seems too good to be true, it probably is." One of the large manufactures players estimates that the midpoint firm sale windup ratio is less than 10%. This is so foremost that I am going to say it again. The firm sale windup ratio is less than 10%. It fails 90% of the time.

Let's look at the natural effect of this dynamic. The firm broker, if he is doing it the right way, is going through this very labor oppressive process to perceive buyers, get confidentiality agreements signed and bring mighty buyers to the table. Here is what typically happens. The owner is getting all of this work for free, has unreasonable value expectations and since he is not paying any fees, has no sense of urgency. The broker could bring in legitimate market offers that are fair and the owner says, "That is not nearly enough, you are doing fine, just keep going."

Well it doesn't take a firm broker too many situations like this before something has to change. The first thing that regularly changes is that he now refuses to take on any engagements without an up-front cost or a monthly consulting fee to offset some of his costs in this low windup environment. What happens over the next year is that his deal flow totally dries up, because he is contentious with those professionals that are still willing to control with only a contingent success fee.

The next demand is how do those brokers that control on a contingency basis stay in business? The simple answer is that they can no longer afford to achieve a true M&A process. They take on a large amount of clients and try to sell their firm through newspaper ads, manufactures publication ads, email blasts to secret equity groups, email blasts to other brokers and the favorite - putting the firm on some firm for sale Web Sites.

All of these approaches, with the exception of contacting secret equity firms (about 1 % of businesses for sale meet their rigorous buying criteria) request individual buyers, not corporate buyers. individual buyers are seeing to buy a job and to the extent that firm sellers have inflated value expectations, these buyers have equally deflated valuation expectations.

It looks something like this. Do you have the $Xxx minimum needed for the cash at closing? No but I have investors. These investors never show up. The individual's prognosis follows this logic. Well, at the height of my career, I was production 0,000, so I am going to have to get at least that out of the firm each year. Also, because this is high risk, the equity I put in will command a 25% return, and I have to cover the 75% of transaction value debt at 10%. So, by my calculation I can afford a price of 60% of what the true market value of the firm is.

This gap is practically never bridged in the middle of firm seeder and individual buyer. And yet the arrival most of the firm broker profession is forced to take based on the unreasonable expectations of the sellers invites this dynamic. This is often hugely damaging to the seller's business. No matter how much he tries to focus on running his business, this stream of business transaction hunters is a big drain. The firm often suffers a principal drop in operation during this period, and like an overpriced home, often becomes stale in the process.

As the owner of a Main street firm - bar, restaurant, salon, convenience store, gas station, etc. The economics and the likely universe of buyers undoubtedly dictate this approach. Just be prepared for this process and at least have your non-paid broker screen out the totally unqualified buyers.

For owners of B2B type businesses and larger businesses, your buyer will not be an individual, but rather a corporation or a secret equity group. Let's focus here on the corporate buyer. If the potential buyer is under - 0 million in revenue, the M&A perceive is regularly the president. If the firm is larger, it regularly will have the initial deal vetting completed by the head of strategy, firm amelioration or mergers and acquisitions. Those people are not visiting firm for sale Web Sites or searching the firm opportunities section of the newspaper.

The firm owner's first reasonableness hurdle is either he/she recognizes that to reach these corporate buyers is a very difficult and labor oppressive process and a firm that specializes in reaching these targeted buyers is the right selection to hire. These professionals regularly wish either an up-front fee or a monthly fee in addition to the contingent success fee.

Well, you did it. You interviewed some firms, checked references, felt comfortable with their process and felt determined with them as you partner for the next 6-9 months. Your M&A firm takes you to the market and gets some fellowships interested. You arrange multiple argument calls and corporate visits and then the subject of value comes into focus.

This is where deals regularly break down. There is a natural valuation gap in the middle of buyer and seeder and the challenge becomes how to bridge that gap with both valuation and deal structure. The seller's reasonableness will be put to the test as he tries to equilibrium his emotions with the greatest arbiter of value, the marketplace. But that is the subject of a hereafter article.

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