There are several questions a seller needs to be able to answer beyond just the financials.
As the person in charge of a business, making the decision to sell the (sometimes literal) efforts of your “blood, sweat, and tears” may not be an easy decision for some to make. For others, it was the plan all along. Either way, you need to be able to look at your firm from the buyer’s perspective. This, after all, is essentially one giant interview (with assets) for your entire company to be hired and acquired. As an advisor who works with first-time sellers, there are several questions I have come across recently that a seller needs to be able to answer beyond just the financials:
- Who is going to run the show when you leave? If you are planning to exit, most buyers are happy to bring you along to help with the transition for a time, but in the end, your goal is to exit, right? So, what happens then? Related questions you need to be prepared to answer include: How long do you want to stay on after the closing? Who are your second-tier leaders? Are they capable of taking over your responsibilities when you exit? And even better: Have you already started to prepare them for the changes by stepping back and allowing them to take on more responsibility? In other words, you need to be able to show that your company can continue to run without you. You may have been indispensable in the past, but you need to be dispensable in the future. That means you need to start stepping back and handing off responsibilities to the trusted people who will remain when you leave.
- What does your business offer that they need? This involves answering a lot of questions about your operations. What does your portfolio look like? Do you serve a market that fills a gap to expand their current business offerings? Do you provide entry to a new geographic area for them? Have you carved out a niche they want to add to their portfolio? Are your services adjacent to their current offerings so existing clients can add on your services? Do your markets compliment and fill in gaps in their current offerings? Does your staff offer the expertise they would benefit from? The bottom line is that the goal of an acquisition is growth. In preparing for a sale, one of your goals should be to focus on your strengths and how others will benefit from them. Identify them, lean into them, and focus on growth in those areas in the interim.
- What does your size have to offer? This could play out in many different ways. Smaller firms wishing to grow will be interested in smaller firms for financial reasons, while the largest are usually interested in large, established firms. These larger acquisitions tend to be more of a plug-and-play option that gains them market share, while the smaller ones can offer cost-savings opportunities. When it comes down to it, your size is the perfect fit for someone. The hard part is knowing where you are needed in the market. This is where a well-versed professional will have answers.
- What happens to the staff after you leave? Staff transitions are usually a big concern for retiring owners. You likely have several people who have been with you for much of your company’s life. We often hear, “I want to provide more opportunity for my staff in their career growth than they currently have.” This is admirable. Selling to a larger company provides these opportunities. Additionally, the acquiring firm will want to ensure the staff want to stay, which leads to the next point. An acquiring company usually wants to know the staff are happy where they are and will remain happy after the transition (or perhaps they offer the solution to any existing unease). Remember, they want to retain the staff. They are buying the ability to provide a professional service. Without the professionals, they lose that ability.
- What is the company culture like? One of the chief concerns among the mergers and acquisitions community is finding a good culture match. As the seller, there is a chance your company may be assimilated into the acquiring company’s culture. Most first-time sellers hear this and wince. However, I wouldn’t be afraid of this prospect if I were you. If the company is larger than yours, they have likely figured out how to retain talent. Furthermore, companies experienced at acquisitions are well aware of the need to retain talent and have likely already taken time to develop an onboarding plan that helps the process go smoothly. However, if they are starkly different in culture than your firm, there is the potential for things to get bumpy. Given this, firms with less experience in acquisitions will put a lot of focus on finding a good culture-match to ease the integration process along. With this knowledge, you need to be able to speak to the culture within your firm regardless. Keep in mind, whether the buyer is experienced or not, the prospect of your staff being happy with the change is pretty high.
- What efficiencies can the buyer benefit from? Back-of-house operations tend to be the first things that come to mind when consolidating two businesses. While it’s true that this can be an easy cost-savings (for example, ready-to-go marketing and strategy), there are more options than just these. Think day-to-day operations. What does your project flow look like? What are you great at doing efficiently? Remember, in the start-up versus corporate world, smaller companies are much more agile and able to more easily adopt new processes, technologies, equipment, etc. If a large corporation is going to roll out an update, they had better be sure it works well. Having a proven track record in one of these forward-moving areas can offer an acquiring company the opportunity to come up to date with your more advanced standards, and they can do so with confidence.
- What is your company worth? No really, what is it actually worth to someone else? Just like with any other product being sold, there is a market. A good advisor will know the history and have the data to be able to benchmark your firm when coming up with an estimate for you. Keep in mind, you should let the purchaser make the first offer, but you need to come to the table knowing your worth.
In the beginning (or the end), selling a firm seems daunting to many at first. But like anything else, it is a series of steps you take to get to the desired end result. If I can impart one point to remember, it is, “Strength in numbers.” Working with outside professionals who know the steps (and all the needs there-in) can help the process go smoothly. They can help you focus, plan, and execute a strategy that is fitting for your specific needs. If we at Zweig Group can be of any help in your strategy, ownership transition, risk management, or M&A needs, we are just a call away.
Sara Karstetter, MBA is a mergers and acquisitions advisor with Zweig Group. Contact her at skarstetter@zweiggroup.com.
