One, Two Three, Team! What should your business sale team look like?
We often see business owners who want to sell their company and feel that they are ready to do so because they have spoken to one trusted advisor. Don't get me wrong. One trusted advisor is better than no advisor, but to really maximize value you will want a good team of experts on your side, each with their own roles.
Like a good coach, building your team for a business sale is a well thought out process. It involves collecting the best people, with the most relevant experience and when combined, those people bring a wealth of talent to the table. A good team should balance each other out, protect you and guide you in different ways. A good team may sometimes disagree, and that's OK. The end result is a transaction that provides you with value and comfort going forward.
Your Transaction Team Should Consist Of:
Investment Banker/Merger & Acquisition Advisor
Your investment banker is there as the transaction quarterback. He or she will involve the other team experts at different times, but should remain with the business owner throughout the process until it is signed. Your investment banker's primary responsibility is to run the process in order to maximize value for the client. The investment banker's goal is to get the transaction completed at the highest value and with the terms and conditions that most benefit their client. Your investment banker will know what the "market" is for all of these items and can advise you, and the rest of the team, where it is appropriate to push for more value or beneficial contract terms.
Please note - you need an experienced transaction attorney. Many times people show up with their family attorney, who is a great lawyer, but who does not have any experience in mergers and acquisitions. This is not a good choice and an attorney that isn't experienced in business sales may actually make the process worse. The role of the M&A attorney is to be aware of any risks that the transaction poses to his or her client. Sometimes, an attorney and an investment banker will be at odds. The investment banker's goal is to move the deal forward and the attorney wants to remove all risk. This tension is natural and its healthy for the client. Obviously, risks need to be addressed and obviously, there is no such thing as a risk free transaction. These two team members will be able to work out a resolution to issues that will protect the client and allow the transaction to proceed.
Accountants play a role in a couple different places in a transaction. Depending on the strength of your financial department, they can assist the company prior to a transaction in making sure that its books and records are complete and in good order. The accountant will work with the investment banker to make sure that all add-backs and one-time events are accounted for in the re-stated financials. An un-audited client may also elect for a Quality of Earnings (QofE) to be performed prior to a transaction. This is similar to a mini-audit and can provide buyers with a level of comfort if financial statements have not been audited or reviewed. An accountant can also help with deal structuring once negotiations are underway to make sure that the proposed structure maintains value in a tax efficient manner.
It may be a good idea to bring in the wealth/estate manager when a transaction looks like it is going to be completed. Your estate manager can assist you with handling deal proceeds in a tax efficient manner, like your accountant, or discuss relevant estate issues that may be important to you. Most importantly, they can assess the expected proceeds and make sure that they are invested in a way that can support your post-transaction lifestyle. Sometimes, an investment banker will involve a wealth manager early on, even before the sale process begins, to make sure that the value of the company is enough to accomplish the client's lifestyle goals.
A great team will make a tremendous difference in the quality of the sale transaction. If you don't have one or more of the above mentioned advisors, ask around and get recommendations. Make sure you click with the advisor you choose because you will need to have very frank conversations with that person during the transaction. Also make sure that they have real and relevant experience. You don't want anyone learning on your transaction.