My firm was representing an entrepreneur in the sale of his business services company. We had chosen to move forward with a well-financed buyer, but it hadn’t been easy. Both parties had been stubborn on certain representations, warranties, and earn-out provisions, making it tough to come up with a deal everyone liked. Lawyers on both sides had billed many hundreds of hours. My firm had two investment bankers and a dedicated intern working full-time on this transaction for ten months, including due diligence, negotiations, and multiple trips across the country.
We were finally ready for a successful close. The wire transfers were in place and ready to go at the touch of a button. We all sat in a nice conference room with our styrofoam cups of coffee and that buzz of excitement in the air when a big project is on the verge of being completed.
The owner stared at that last line on the contract for a few seconds. Then a few more. Someone coughed uncertainly. Then my client put down the pen and said, “I’m sorry, guys. I just can’t do this.” The deal was dead.
Our client had thought he wanted to sell, and had spent ten months and a considerable amount of money working towards that goal. So what had gone wrong?
When it came right down to it, the money he would earn from the sale and his plans for post-entrepreneurial life just didn’t matter. He was emotionally committed to his company, and he couldn’t bear the thought of turning control of it over to someone else.
Don’t let this happen to you. If you’re thinking of selling your company, make sure you can answer these three questions first.
Who do I want to sell to?
There are two types of buyers: strategic and financial. You need to figure out which one is right for you. A strategic buyer is generally a larger corporation that will buy you out, take over your operation, and incorporate your business into their own. You simply walk away with the proceeds. Or, you could be looking for a financial acquirer, who will provide you with growth capital and allow you to keep running the company.
Once you know what kind of deal you’re looking for, you need to find an actual “perfect fit” buyer who meets all your needs, financially and culturally. If you can’t imagine what your ideal buyer would look like, maybe you’re not ready for one.
Why do I want to sell?
If you always planned to sell the company at some point, then it could be time to cash out and enjoy the money. Maybe you’ve outgrown the company--the challenge of a startup isn’t there anymore and you’re bored. You could want more time to yourself, to train for a marathon and coach your daughter’s soccer team. Whether it’s money, time, or other goals, you need a concrete plan for what your life will look like after the transaction.
When will I be ready to sell?
Even if the company is ready to be sold, are you ready to sell it? Company owners are used to making big decisions about the company’s future. Most CEOs do this by focusing on the facts and numbers and then acting decisively. This works when you’re deciding which way to direct the horse. Choosing to let go of the reins is a much more emotional decision.
Selling a company is a long and time-consuming process. If you’re going to start the journey, you owe it to yourself to make sure you’re ready to go the distance.
DAVID LONSDALE built and sold three venture-funded companies before becoming president and co-owner of Allegiance Capital in 2005, which provides M&A financial services to middle market business owners. @MiddleMktMandA