Too often, we first learn of our business owner client’s interest in exiting via a third-party sale after he or she has made the decision to sell and has already started negotiating with a buyer. At this point owners are emotionally committed to selling to a particular buyer and might even have unrealistic ideas of a purchase price. It might be too late to really start implementing any type of strategic planning best practices so typically our only option is to refer this kind of owner to a deal advisor, if we are not one ourselves.
In my earlier years as an estate planning and business attorney, this is exactly what I did: I referred my clients to an M&A attorney or an investment banker. I eventually realized the results for clients were mixed depending on whether the owner and the business were prepared for the sale process and if the sale would achieve all of the owner’s goals and aspirations.
As an advisor, I realized that I needed to help owners prepare for the inevitable sale of their business. I also needed to help owners understand that it was in their interest to begin pre-sale preparations not when they received a Letter of Intent (LOI), but years before they make the decision to sell.
So what can you—not a Mergers and Acquisition (M&A) advisor (business broker, investment banker, deal attorney or audit CPA)—do to show owners the value of pre-sale planning and then keep them engaged to complete the process?
Reach out! It is as simple as that. Help your clients and prospects explore various aspects of the Exit Planning Process. Help them realize:
- Whether they and their businesses are ready to go to market.
- If a sale will meet their needs (aim).
- The ideal time to pull the trigger (fire) and begin the sale process.
What is Your Role in The Sale Process?
If you are not an M&A advisor, at first glance your role in the sale process would appear to be minimal, if non-existent. After all, the actual sale process is the province of deal attorneys, transaction advisors (investment banker or business broker), and tax and audit CPAs.
Your most important contribution to the successful sale of a company takes place before the sale process begins. Pre-sale planning means readying owners and their businesses for the sale and ensuring that the sale will achieve the owner’s goals and aspirations. If you don’t engage owners in pre-sale planning well in advance, the chances of a successful sale decrease significantly, and your clients will most likely find themselves in a much more challenging sales process.
To begin the pre-sale planning process, we must undergo several steps. First and foremost, meet with owners to explain and overcome the most common hidden obstacles that can block a successful exit. We call these obstacles “Deal Killers.” Some examples of “Deal Killers” include:
- The belief that your client can sell their business today and satisfy their financial independence needs and wants.
- The failure to reconcile your client’s need for value with the market’s perspective of value prior to going to market.
- An exclusive focus on top-line sale price.
- Failure to preserve the company’s most valuable asset.
- Your client believing that they can negotiate alone.
- Unwillingness to hire and use a strong deal team.
- Believing that pre-sale due diligence isn’t worth the time, effort, or cost.
- Seller’s Remorse
Once you have made a point to avoid each of these Deal Killers, explain the various types of sale processes and what each requires of an owner. Owners don’t know what they don’t know and their lack of knowledge of their potential sale options could be the downfall of their entire exit strategy. Then, as one of your final responsibilities to your client during the preparation stage, assist your owner clients in finding and hiring a deal team: investment banker or business broker, CPA (audit), CPA (tax), deal attorney, and other specialists as needed. It is a common misconception that owners can tackle the sale process and negotiations on their own. Most owners will require a team of experts to ensure the process goes as smoothly as possible.
Once the sale process begins, your job now is to simply support your clients through the entire process and ensure they see it through.
- Communicate now with clients and prospects.
- Demonstrate that you are equipped to help them prepare now for an eventual sale.
- Educate owners that if they plan on achieving their goals of a successful sale, pre-sale planning is required.
- Explain that pre-sale preparation avoids costly, perhaps fatal, Deal Killers once the third-party sale process begins.
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