If you are planning to sell your business, there are a number of critical steps, processes and negotiations to consider. Whatever their nature, it is essential that all of these tasks are approached in the context of your ultimate goals from the transaction. This challenge represents a core area of BC Transform’s expertise – we can assist you with any or all legal and commercial components of the process.
As they approach the sale of their business, our clients inevitably find themselves balancing competing aims for maximum sale value, versus maximum speed, versus the ongoing stability and longevity of the business post disposal. Of course, the relative weighting of each driver varies enormously dependent upon circumstance.
In order to optimise the final outcome, there are three interdependent core phases of the process to address. These phases are potentially large and complex exercises in their own right, however, they may be summarised as follows.
It is absolutely imperative that you, any co-directors and any trusted managers all thoroughly understand the specific goals of the disposal. The messaging that you use for each group will often need to be different, however, this first step forms the baseline for the rest of the entire process and ensures that your teams and any third parties are all briefed and targeted appropriately. You will therefore not waste time and effort in the wrong areas and your programme team, whether internal or external, are all chasing the same endgame with the same vigour.
Objective market testing and research must be undertaken. This allows achievable valuation targets to be set against the competing pressures of timeline and business continuity. This will determine how you prepare the business for sale and where and how you undertake the negotiation and transaction itself.
During this phase you will work up a high-level programme of activity that will enable you to assess the scale of the tasks ahead, whether or not you have the internal bandwidth and skill sets to accommodate each stream of activity and whether you have access to appropriate information, networks and contacts.
Dressing a business for sale is the process through which you make the company more attractive to prospective purchasers. Depending upon your goals of the transaction, you may wish to make the business appeal to the general market and deliver a quick conclusion. Alternatively, you may wish to appeal to a set of key target purchasers for whom a higher valuation may prove appealing. In any event, this preparation phase is an essential and often overlooked step.
During this phase you may need to take some difficult actions and, if you can’t do so, perhaps revisit your target valuation. For example, every potential acquirer will immediately look at the profitability of your business. Losing surplus headcount will clearly impact margin and will often represent a sensible option in terms of profitability. However, doing so immediately prior to sale is an obvious move that will be clearly recognised by your purchaser. In contrast, making strategic redundancies some time in advance of any sale will indicate prudent management, will keep the operational pain of redundancy issues away from the acquirer and, moreover, will allow the gross margin effect to be reflected in the books and so drive a higher valuation.
Alternatively, you may have a pet project which has been keeping staff busy for several years but without making much money along the way. Despite the fact that the project is hugely exciting and could change the World when it finally takes off, it may well be appropriate to mothball it well in advance of the sale and to focus all hands upon generating visible impact to the bottom line.
On a rather different tack, it may simply be that despite their historic successes and their universal reluctance to change, your sales team just need an injection of adrenaline, discipline or focus to drive short term value for the business!
Whilst these examples may well prove irrelevant or impossible for your business, there will be other opportunities to dress your business for sale and you must be prepared for some potentially painful considerations.
Potential acquirers will subject every area your business to intense scrutiny, with the risk that they reject the purchase as a result of their due diligence exercise. It is therefore absolutely critical that you are well prepared and that your team are briefed to answer each of their questions positively and confidently, with documentary evidence readily to hand. There are bound to be some skeletons in one cupboard or another, so they and the additional risks that they bring must be clearly understood and mitigated in advance.
The sales process itself will require that you have prepared a compelling message with respect to the value of your business as an investment opportunity. This must address your strengths & weaknesses, the competitive market and, most importantly, the growth potential that lies ahead and which helps define the value of your business. Your programme team, both internal and external, need to be thoroughly rehearsed in this messaging and will need appropriate collateral to support it in presentations and in any sales memoranda documentation.
As this preparation phase progresses, it is entirely appropriate to look at the market for potential acquirers and to begin considering whether to use agents, brokers or to make a direct approach to find a buyer. However, it is not appropriate to offer the business for sale until you are properly prepared to do so.
Once the preceding phases are complete you are ready to consider the execution phase as a campaign process rather than a project of discovery. This phase begins, as with any sales process, with marketing to prospective purchasers either directly or via appropriate brokers and agents.
Any interested parties must be qualified in or out before any formal presentations and representations which have been tuned to reflect the key messaging of the investment opportunity.
There will follow a negotiation process which considers total value, payment and contractual terms plus any earn out options or similar arrangements. This should arrive at an offer value subject to due diligence not uncovering any show stoppers or issues that may drive down valuation.
You will need to see evidence that the purchaser has a funding mechanism in place to satisfy their side of the deal, whilst they will need to conclude the due diligence exercise to their satisfaction. Should any issues arise from either side, then the negotiations will clearly need to be revisited.
The legal and financial negotiations are highly regulated and must be undertaken by appropriately qualified individuals.
BC Transform Offering
BCT members have been through the process of buying and selling business from both sides of the transaction and with both very small and very large companies. They bring the reassurance of an experienced, pragmatic approach to problem solving plus the network and contact lists to smooth the process. BCT will assist with all commercial and legal aspects of your business disposal including:
- planning and objective setting
- dressing a business for sale
- introducing buyer to seller and seller to buyer.
- preparation and presentation of Information Memorandum and other sales documentation
- preparing and undertaking due diligence
- negotiating both commercial and legal streams
- providing a lead role through the disposal process
BCT offers a proactive approach to business disposal transactions and will provide a lead role in all the associated negotiations to ensure that our client’s interests are protected at all times. This leaves your management team free to continue to run and manage your business. It is of course most important that business as usual is maintained such that, should a sale fail for any reason, the company remains intact, healthy and ready to move forwards to the next stage.