How to Sell Your Business to a Strategic Buyer and Get Up to 300% More Money For It

Rob: You want to do it proactively, not reactively.  My highest recommendation for other entrepreneurs would be to sell proactively, when they and their coaches feel they are at the top of their game.

Announcer: It’s time for On Your Mark, Get Set, Grow.

Steve: Hello everybody, and welcome to On Your Mark, Get Set, Grow.  I’m your host, Steve Sandusky, and I’m here with Mark Moses, the founding partner of CEO Coaching International.  And Mark, I know you’ve had an opportunity to listen to the recording here that we did with Rob Follows, and I know you’ve got some comments that you’d like to add.  First of all, why did we have Rob on the show?  What did you think would be important for him to get across to our audience here?

Mark: The business is your baby, and it’s really tough to decide when is the right time to sell, and how do I maximize value in my business?  And Rob has helped a number of our clients at CEO Coaching make that decision to decide when is the best time to sell, how to prepare myself to sell, and who might be the best buyers, and when should I start looking and prepare myself for that time?  So I thought Rob would be a good spokesperson on the topic being that I know him personally, and I have high regard for him.

I also want today share my own input on it, too, in that I believe the best time to sell your business is before midnight, because nothing good typically happens after midnight.  So what I’m saying by that is, I think it’s better to sell on the way up, leave something for the next guy, the buyer, rather than sell once you’ve hit that curve and you’ve started to turn the other way.

Steve: One of the nice things about Rob is that this is a guy who has been there, done it, and what I mean by that is he started a hugely successful company on his own, he sold that back in the 1990s to a much larger company, and he ended up sticking around for a few years and became a leading international executive with the company that he sold to.  And then after that, he went on to found STS Capital Partners, which is his international mergers and acquisitions company.  So this is a guy that has not only built a company, sold it to a strategic buyer, was an exec, and now he has the mergers and acquisitions firm.

And I know that was one of the things that Rob brought up here when we talked to him, and I don’t want to steal his thunder, but just the important of the management, and in Rob’s case, he did stick around for a few years after he sold his company.  That’s not always the case.  Do you have any thoughts on that, Mark, in terms of what’s been your experience in working with your entrepreneurs and clients that have sold their businesses?  Do they stick around, or what happens there?

Mark: That’s a good point.  In Grasshopper’s case, and many of our listeners probably heard Don Schiavone talk last time about Grasshopper’s example, but they did a great job, first the founders, maybe six years before they exited brought Don Schiavone on, who is a really, really, strong COO, and really had his ducks in a row, and Don helped bring on a fabulous team, a CFO, a Chief Marketing Officer, Chief Technology Officer, these guys were really, really, strong.  The founders weren’t even living in the same town the business was in.  The business was in Boston, and one of the founders was living in Vegas, and the other was commuting back and forth from L.A. to New York.  But the management team was so strong that when Grasshopper finally exited, the founders could get a very clean break, and never needed to come back into the building again.  They just moved on, and the management team took over.  Which is pretty nice, actually, for the founders, when they can just move on.

And we probably, many of our listeners probably heard when Rich Balot was on, several episodes on, when he was speaking about the five things that every CEO should focus on, he also did a really good job putting the right people on his team.  Now, he did a different kind of deal where he sold a majority interest of a company, and actually merged his business into another business, and stayed on as co-CEO and Chairman, and still participates in the growth of that business, but in a lesser capacity, more of a strategic role that he’s taken.

And I think as folks listen to Rob’s episode, they can use these two cases as different examples of how it could be, but it all comes down to how the business is positioning in the year or two or three years leading up to that actual sale of merger of the business.

Steve: And it always comes down to the people.  And I know one of the other episodes we had with Sheldon Harris was he says, you’ve always got to remember, we’re all in one business only, and that business is the people business.  And that’s the same thing here, when you are selling your business is, it’s all about the quality of the staff you have, the management team you have, and of course, a number of other things you can do, and Rob goes into great detail on what you can do in the year or two, as you were just mentioning here, what you can do in the year or two before the sale, to make sure you maximize that sales price.  So lots of great stuff in today’s episode.

Mark: I don’t want to take away some of Rob’s thunder, but I don’t want to make one other point, Steve, and that is there are meaningful tax implications, too, that the business owner can take advantage of to reduce their tax liability.

Steve: Yeah.  And it really gets back to, you’ve got to have your topnotch team of advisors with you.  So you’ve got your investment banker, you’ve got your tax professional, you’ve got your coach, you’ve got your team of advisors around you to make sure that you are crossing your T’s and dotting your I’s.  And you may know this, Rob, when I was talking to Rob, I thought I heard him say when he sold his company to Maritz, he did not use an investment banker.  Is that correct, or do you know?

Mark: That is correct, and I think when you don’t, you leave some money on the table.  Additionally, I’ve learned in my own experience, and in the experience of now being a coach for eight years, that the tax consequences can be really, really, meaningful.  And that’s an area that some of our tax advisors that work with some of our clients had a really, really, strong impact on helping them save money.

Steve: It’s almost ironic that Rob didn’t use an investment banker, sold his business, and it worked out great because he became a top executive with the firm for a few years, and then he starts his own mergers and acquisitions company to helps entrepreneurs and CEOs when they want to sell their companies to make sure that they get great advice.  So he’s really putting into practice what he learned from a real life example.

Mark: Well, I don’t want to take away any more of Rob’s thunder, so why don’t we kick the show over to him and you, and thanks again for all you do as our host, Steve.

Steve: Yeah, and hey I also want to mention, I think you’ll appreciate this, Mark is Rob is a member of an exclusive club which is called the Seven Summits Club.  And I know you know this.  But for our listeners that may not be aware of it, that means that Rob has reached the summit of highest mountain on each of the seven continents.  And that does mean that he has been to the top of Mount Everest.  So just a huge accomplishment, and I think he did it in, what, just about two years or so.

Mark: It’s amazing what he’s achieved physically, to have the vision and courage to climb all Seven Summits, including Mount Everest, what a major feat.  And kudos to Rob Follows for achieving that.

Steve: Okay, well great.  Mark, appreciate you taking a few minutes here as we do a little pre-show here, and now we are going to jump right in with Rob Follows.

Rob, welcome to the show.

Rob: Thank you very much, Steve.  It’s my pleasure to be here, and I look very much forward to talking about M&A with you.

Steve:  Yeah, so in most of our episodes here on On Your Mark, Get Set, Grow, we’re talking about how entrepreneurs and CEOs can grow their companies, but what we want to talk about today is how can you sell your company?  And you’re certainly one of the foremost people out there in the world who can help entrepreneurs sell their companies.  So I’ve got a number of things that I want to talk to you about today related to that, and the first place that I’d like to start is how does an entrepreneur know when they are ready to sell their company?  And I would imagine – well I know, that entrepreneurs view their companies like their children, and they’re so attached to it, they’ve put so much blood, sweat and tears into building the business, that to let go of that company, to sell it, is a hugely emotional decision.

So from your standpoint, from your vantage point, how do you know when an entrepreneur is ready, or how can an entrepreneur know when they are ready to actually sell their company?

Rob: First of all, I’d like to frame it in we see two things in the market place.  One are reactionary sales, and the other are proactive sales.  And of course we like to suggest that every entrepreneur be proactive in thinking about when they might be ready to sell, and when might be the best time to sell?  Usually, the best time to sell is when a business is growing and has a long curve of growth ahead of it.  And being proactive around getting ready to sell, usually, I think comes from having great mentors or coaches in your life, that you can be really objective and have deep, on the business conversations with, about when the business will have a great management team, have good, strong, information systems flowing, and therefore, be able to transfer to new shareholders without much trouble.  And that, I think, is a conversation for entrepreneurs and their coaches or their mentors.

Now, that’s the proactive.  So when somebody feels that the business is getting to a place where they can see the end of the high growth curve, but it’s still very high growth, and they are feeling like they can see the other side of a sale transaction, what they would do with their lives, what they would do with their time, what they’d do with their families, and the kinds of things that would be highly inspirational and motivational for them.  That’s on the proactive side.

On the other hand, often we see sellers reacting to things happening in their lives, which can be unfortunately, and really are what financial investors look for.  And those are often referred in the business as to the six or seven D’s.  And those include, unfortunately, death, disease, disability, disenchantment, divorce, too much debt on the company, etc.  And that’s not where you want to be when you come to the point of wanting to sell your business.  You want to do it proactively, not reactively.  You don’t want to give buyers one of those D’s that they’ll be focussing on so they understand that you’re not in the strongest position to sell.

My highest recommendation for other entrepreneurs would be to sell proactively, when they and their coaches feel they are at the top of their game.

Steve: Okay, so Rob, if you’re in a position where you can proactively sell the business, is there some kind of checklist that you would say to an entrepreneur that hey, okay you’re in a position of strength right now, the business is on a strong growth curve, you’re open to selling the business, these are the two or three or five or ten things that you need to get in order in your business before we can even think about approaching a potential strategic buyer with your company?

Rob: So first of all, all strategic buyers want to see a very strong management team.  So you want to be sure that you and your coach feel you’ve got a great financial leader, great sales leader, great ops leader, great IT, whatever, maybe it’s IP as well, all of the area that is are critical to your business need to have a very strong leader that could transfer in the sale of the business to work for a new shareholder.  So that’s absolutely critical as a baseline.

Information systems that are very strong and reliable are really important because when buyers come in, they’ll be looking at your financial reporting systems, and your other management information systems, and they’ll be drilling down into different areas to make sure they are solid, as part of their due diligence.  So you want to proactively plan to be very strong in those areas.  That’s the baseline.

If you want to go a level up, once those are prepared, you can start a process that we call preparing to sell to a strategic.  And that would include, once your management team is completely strong, and you can demonstrate to a buyer that you’re not required in the business, that you can take time doing other things and focussing on other things, you can actually take some time to approach, two or three years, maybe even a year or two or three, ahead of the time when you think you’ll be ready to sell, and you can actually talk to strategic investors, not on the basis that you’re for sale, but on the basis with an advisor that some day you might be, and if you were, what kind of things would be strategic to them?  And what will come out of that is a list of three or four more things that specific strategic investors, several of them in your market, might be interested in, and you can grow towards those.

Steve: Okay, so Rob, let’s talk about some definitions here.  So I’ve heard you talk about financial buyers, strategic buyers.  Can you just give us a quick definition to make sure we’re all on the same page on what a financial buyer is versus what a strategic buyer is?

Rob: Absolutely.  So financial buyers are basically middlemen that buy companies with the clear objective of reselling them so they make a financial gain.  And that’s why generally they are referred to as financial buyers.  And if you ever are sitting at lunch in New York on Wall Street, or in Toronto or Bay Street, on in The City in London, or in Singapore, downtown, what you’ll hear is these financial buyers talking about a ten bagger.  And what a ten bagger is, is a thousand percent gain on the purchase price they’ve made.  So that’s a very clear example of what a financial investor is looking to do.  To buy low from a business owner, lower than the market value at the time, and to find a strategic buyer and sell high to the strategic buyer.

And our message to entrepreneurs is, you, too, can sell to strategics.  So every financial buyer that makes an offer on a business has, normally, already identified, not just roughly, but very specifically, who they are going to resell to.  And strategic buyers are generally large corporates that are either in your industry internationally, in your industry in your own home country, or in an adjacency that is a business that’s beside yours, another vertical beside yours, where they can move as an expansion strategy either into your vertical, that, or vertically integrate maybe one of the customers or suppliers in those verticals would be interested in integrated either up or down the value chain.

So those are different examples, and I could give you many more later of why somebody would be strategic, but basically, a strategic buyer will be somebody that will see and have a lot more value in owning your business than you do as a shareholder.

Steve: Okay, so we’ve got different types of potential buyers out there, financial buyers, strategic buyers, you could do an IPO, there are business brokers.  Are there any rules of thumb, or can you give us some idea for when an entrepreneur would be looking at each of these different ones, maybe based either, I don’t know, on the size of their business, or the industry they are in?  Are there any generalities or specifics you can give us with the different types of potential buyer, and what entrepreneurs should be looking for when each of those might make sense for them?

Rob: I believe very strongly, as I was somebody that went through selling my business, Steve, without a mergers and acquisitions boutique advisors, or I bank, or broker, whatever you’d like to call them, without an advisor that was looking out for my interests.  And there are several roles that are played in a process of selling.  One of them is negotiating.  Another one is being the really sexy guy that the buyer is interested in the business of.

So the process of selling your business effectively is having strategic buyers fall in love with your business.  So who can help you achieve that?  It’s somebody that really is not conflicted.  So you want to be working with an investment bank or M&A advisor who is telling you, and you can check references on, have actually, and always do support the entrepreneur.  And they are not working behind the scenes with a private equity or venture capital or other financial buyers, they are actually really looking out for your interest.  And the way you’ll be able to measure that is, if it’s possible at the size of your business, they’ll tell you that you can sell directly to strategic investors.  You don’t have to sell to financial investors.  So that’s the first thing is somebody you can see, when you believe strongly that you can trust to represent your interests and not be conflicted with any other buyers’ interest in their mind.

Steve: And when you are selling to a strategic, are there any guidelines on the size of your business before it becomes attractive to a strategic?  Or is each situation different?

Rob: Generally though, at 50 million and up, you will catch the interest of strategic buyers, if you have a solid management team.  And by then, you usually do.  50 million in revenue, that is.  And you have solid information systems, and you have a high growth curve in front of you, and you can show the strategic how you are planning to grow.

The exception to that is technology.  If you have very strong technology, you can, in fact, sell for $50 to 100 million potentially without that much revenue.  So if you have a recurring revenue business that is leveraged by a technology that could be popped on to a strategic’s distribution platform, and go global immediately, we can negotiate a high percentage of that revenue and that value for the seller.  So if technology is involved, and if there is a solid repeatable, that is to say scalable technology and business model, and organization with less revenue than $50 million could actually produce more than 50 million in a sell price.

Steve: Okay, so it sounds like selling to a strategic will most times give you the highest price, correct?

Rob: Yes.

Steve: Then how do you as an I banker, as a merger and acquisitions company, how do you get the highest value for an entrepreneur when you are trying to sell to a strategic.

Rob: Yeah, thank you for asking, that’s a great question.  The process is one of, first of all coming to a deep understanding, and clear understanding, of what the stake holders outputs are.  So what is it that you, as an entrepreneur, you want to be clear on this, want as required outcomes versus preferred outcomes?  And the line between those is where the negotiations will stop.  If somebody doesn’t have all your required outcomes as a strategic, and that’s not going to produce a huge amount of income for them as a strategic, then we won’t be moving down a process with them.  So first of all, understanding the outcomes that you want.

And then secondly, understanding the critical enablers of the business.  What is it that makes this business strategic to a buyer potentially?

And then thirdly, going out to see several dozen strategic buyers in all different countries of the world, in different verticals, and interfacing with them on what makes it strategic for them.

What comes out of that is an indicative value.  These are corporate managers.  If you can convince them that this is a great way for them to spend their capital and their time, they will give you an indicative value, and you run a soft auction between several strategics where you’ll end up with the highest possible price coming out of that process.

Steve: I would imagine this is probably on a case by case basis as well, but when the entrepreneur sells their company to a strategic, does the entrepreneur typically stay on for an extended period of time?  Or do they sign a contract for maybe a year for a transition and then they are out?  How does that typically work?

Rob: That totally depends.  But what I would say is the number one driver of that is what the entrepreneur wants.  So if the entrepreneur wants to stay for a year with a company they are comfortable with that shares their values and honours their vision, then great.  We can negotiate that, because that will reduce the risk from the buyer’s perspective, and increase the price.  If the seller wants to stay on, the entrepreneur for maybe another three to five years potentially, as I did in my case when I sold my firm, and ends up becoming an executive leading a global company, as an example, because that’s something they really want to do, or they end up enjoying, then we can negotiate for that, as well.

So I think the starting point is what does the entrepreneur really want?  If the entrepreneur has never had a boss, and wants out soon after the transaction closes, we just have to give that buyer assurances they’re not running from a skeleton in the closet, as it were, but they are actually very entrepreneurial, and not corporate, and want to get on with their next chapter of their life.

Steve: Okay, and you’ve done hundreds of deals in your career, what are some of the biggest mistakes you have seen as entrepreneurs have sold their businesses?

Rob: Sometimes entrepreneurs will go to the market without doing some background question and research on what the value of their business could be.  And they have really inflated views of the value.  They might see their business as a software business and say, Rob, I think this business is worth $160 million, maybe 230 million.  I’m thinking of a dinner I had last week.  And we do the initial research, and realize that it’s not really seen by the market as a software business and so that’s a real concern.

So I think overvaluing the business is a mistake some entrepreneurs make.  And others make the mistake of undervaluing the business and believing financial investors when they say it’s only worth, you know, 3 to 4 times EBITDA.  Really, you don’t know what your business is worth until you get out in the marketplace.  So either setting an expectation too low or too high, I think, is a mistake.  I think you want to strengthen your business, make it as attractive as possible for several strategics will fall in love with it, and then, as the offers come in from the marketplace, you get a sense of the range of the value.  I think your I banker will have done a great job if that meets your goals that you’ve set.

Steve: So I think earlier you were talking about, and here you were just talking about making your business as attractive as possible to a potential strategic buyer.  I think earlier you mentioned the importance of having a strong management team, and having good technology that’s scalable.  Anything else entrepreneurs can do to make their business attractive to a strategic buyer?

Rob: What is it objectively, if you come out of the in the business role you’re in, perhaps acting as CEO in the business, and move on the business looking at your business from a strategic’s point of view, what is it in your business that really is really leverageable for a different shareholder?  When you start to think that way, and start to understand what it is that can be of value, and every business is different, and you focus on building and strengthening those critical enablers, you will strengthen the value of your business.

It's different in each case, Steve.  So that’s why really why having a skilled I banker to take you to the strategics, even if it’s a year or two ahead, and real committed ones will do that for you, and understanding back from the strategics what it is they are looking for, not saying you’re for sale, but saying you’re interested in understanding what is strategic to them, will be instructive.  You’ll learn a lot.

Steve: And when you do have a strategic buyer interested, and you actually consummate the sale, again I imagine every case is different, but are there any generalities you can make in terms of how the entrepreneur is paid for their business?  Is it some mix of up front cash, stock, performance post sales incentives?  Any thoughts on what an entrepreneur might expect in terms of the cash they get when they sell their company?

Rob: I have a whole chart that I teach fellow YPOers on this one when we have a seminar on M&A, and that slide is on the risk reward profile of the money paid up front versus money paid out over time.  So you can get everything up front, but it’ll be a lower number.  Just put yourself in the buyer’s position.  You’re taking all the risk if you pay everything up front.

If you get what you want, what your required outcome was up front, let’s say you said, I think my business is worth $30 million, if I got 60 million, I’d be thrilled.  Well then maybe the objective we get set is to get 60 million up front.  And if we get another 40 million over time, and we’ve got the buyer viewing this as a $100 million transaction, then you are winning on both fronts.  You’re getting up front what you really felt that you needed, just in case things don’t work out afterwards, but the upside is at a reduce risk for the buyer, such that they’ll be willing to offer more.

So again, if you take all your money up front, the buyer is being put at risk for everything so the number will be lower, than if you take some up front and some other time.  But if you are going to take it over time, you need a very, very, strong negotiator at the table because you can’t be bottom line oriented because you’re not controlling it, it has to be top line, and it has to be within what your span of control.

Steve: And Rob, let’s say that I have a business that has 100 million in revenue, and I think I’m ready to sell my company, and I come to you and I say, Rob, I’ve got this company, it’s 100 million in revenue, and I’m ready to sell.  What would be step 1, 2, 3, 4, 5, however many, just again, at a high level generality, what’s the process that would then happen between you and this entrepreneur.

Rob: First of all, we would be honoured to talk with anyone that is interested in preparing to sell, or to sell their firm now.  And we would start off with a meeting or conference call, whatever the preference is on understanding what it is you’ve looked at in the past.  Have you been to market before?  What are the outcomes that you’re looking for?  How is the strength of your management team?  What would a due diligence process look like?  Are there any conflicts between the shareholders?  We want to understand completely from you, as a potential client, what your business is made of, what it looks like, how it will present.  And that is critically important for us to have a sense as to whether the process will bear the fruit you are looking for.

So we’ll spend time with you on that, we’ll talk about who you’ll view as strategic investors, we create a list of potential strategics that we would see from all the work that we have, all our databases, and all the work we would have from our advisors to contribute to the process in your industry, and verticals beside it.  We’d ask you to do the same.  And then we would put together a draft work plan.  And before anything was signed, we’d spend some time together brainstorming, getting a feel for each other, and making sure you are comfortable with us, and we’re comfortable with the business, and then if all of that went along the lines that the entrepreneur was looking for, that you were looking for, then we would then enter into an agreement.  We’d assign a team.  We’d put a team together, assign a team, a deal team to the deal, and start to work with you or the entrepreneur on putting together all of the information that’s required and thinking about who would be strategic.  Out of that comes a teaser, which is a no name one-pager that gets sent to the strategics, either with you engaged with us on the phone with them, or at meetings with them or not.  We decide how confidential it’s going to be.  Usually we keep it completely confidential, both from your employees and from your competitors so there is no damage possibly done in a process.  You want to avoid that at all costs.  Keep it completely confidential.  And then, when the book, which is the confidential information memorandum is ready in whatever form that takes, and the teaser is ready and the lists are ready, and we feel like we’ve got the preliminary due diligence materials lined up, then we have a go to market meeting, and we launch, depending what time of year it is, usually September or January are good times to launch the process.

Steve: Okay.  And again I know this is going to vary from deal to deal, but from the time that I reach out to you as the entrepreneur and say, hey, I want to sell my company, to the day that I get the wire transfer and my bank account gets hugely inflated, on average, roughly, how long a process are we looking at for that to happen?

Rob: Well, it does vary because some processes get stalled by regulatory or other issued.  But 4 months to 18 months, I would say.  So 6 to 18 months.  And the real critical variance there is how prepared clients are to spend the time on getting the information together that’s required to present the company well, and to get successfully through due diligence.

Steve: I know you mentioned earlier about having, if I’m the entrepreneur, having any advisors that the entrepreneur already has involved in the deal.  I know you’ve been working with Mark Moses at CEO Coaching International, how does Mark and his team fit in some of the deals you’ve done?

Rob: Fantastically.  It’s a symbiotic relationship.  I think entrepreneurs all need to have coaches because it helps them be objective, it helps them stay, at least for a discipline percentage of time in the year on the business thinking strategically about the business, what the business is, how it supports their lives, and where it fits.  Naturally, in that process, at some point in time over the course of one’s lifetime, our recommendation would be that you decide to, at some point in time, sell.  And the reason for that is only 3% of businesses make it to the third generation, and without getting into all of it, Tom Deans writes a great book on Every Family’s Business, where he says, he approached his father to say, hey, dad, I didn’t really want the business, I’m sorry, but I really want to be an entrepreneur with you, and to invest the capital, could we sell it?  And dad said back, well, I never thought you could run it that well anyway, so yeah, why don’t we sell it and go into business together in new businesses.

So our view is that coaches can help entrepreneurs choose the time that meets their own personal objectives to decide to sell, to plan for that, to build the management team for that, to build their plans out for that, to understand what their critical enables are.  All of that coaches really prepares an entrepreneur fabulously well to do really well in a sale to a strategic.

Steve: Great.  Well, thanks, Rob, appreciate it.  What would be the best way for people to reach out to you if they’d like to contact you?

Rob: I’m easy to reach.  rob@stscapital.com. STS stands for Success To Significance, or Selling To Strategics, so hopefully that’s memorable.

Steve: I think it is.  Well, Rob, this has been great.  I really appreciate your time, and thank you.

Rob: Thank you very much, Steve.