Due Diligence: Your Last Chance to Negotiate
BY Ed Powers
Due diligence may feel routine, but it's your last chance to negotiate the sale of your company. How to get it right.
For many entrepreneurs, the most dreaded part of selling their business is due diligence. After a letter of intent is signed and a price range agreed to, the buyer usually has the right to dig into the business to confirm what they know and to find out what they don’t know. It’s an intrusive process, part tax audit and part cross-examination. Like everything else about the sale of your business, you need to be prepared. Here are a few guidelines to help you succeed:
Hone your pitch I know. You’ve already perfected your pitch. It must be pretty good, because now you have a buyer. But even though due diligence is all about the buyer digging into the things they care about, it can also allow you to emphasize the things you think are important to the business. So think about how you want the buyer to approach your business. What should your message to the buyer be? Pick a few themes, and try to focus your communications with the buyer around them.
Devote the proper time, resources and management The time suck created by due diligence can cause your company to miss budgets and underperform with customers. The process is hugely distracting. Plan your time so that you can be responsive during due diligence, and assign resources so it is managed well. Make sure you allow yourself enough time to keep your focus on the business.
Get representation Buyers, especially financial buyers such as private equity funds, do many more transactions than you ever will. You need professional help to level the playing field. Make sure you are well represented. Start with a sophisticated transaction lawyer. Your current attorney, while terrific, may not have the specific expertise and experience required to sell a business. You may also need a financial advisor, business broker or investment banker.
Get to know the other side You won’t be learning quite as much about the potential buyer as they will be learning about you. Still, use this time to get to know the other side. By this point, you likely have already done some work on them, but understanding how they act and think will make it easier to deal with them more effectively during and after the transaction.
Tell the truth It sounds obvious, but being cagey is just too risky. If investors sense they are being misled, the process will likely end abruptly. Any gains from being less than honest will be washed away after the company is sold. Worse, your deceptions could open you up to future litigation.
Be careful with projections Great companies don’t reach greatness by sandbagging-;optimism is mandatory. But when you accept certain projections during the sale process, you and your team are going to have to live with them. Missed projections - especially those of the hockey-stick variety -- cost you the credibility and legitimacy you will need in final negotiations.
Build your own boilerplate To get the best price, you may need multiple bidders. The best investors will likely ask similar questions. When you start getting nailed with the same questions over and over, build stronger (and more consistent) answers around those issues, and repeat them to anyone who asks.
Manage your emotions The most difficult part of due diligence is often trying to answer questions that trigger an emotional response from you. No one enjoys being asked about the weakest part of their company, but it’s going to happen. Know yourself, and prepare for those questions. Write the answers out in advance and practice answering them. If you have to, have a surrogate answer them. Losing your cool will almost always lose you something in the sale price.
Yes, due diligence can be frustrating and exhausting. Knowing what you are getting into, and preparing and developing an approach to ease your way through it, will get you one (very important) step closer to a successful sale.
Based in New York, ED POWERS is a managing director and head of the Capital Access Funds team at Bank of America Merrill Lynch. Capital Access Funds is an experienced, returns-driven private equity fund-of-funds.