If you are going to sell your business only once, do it right the first time! Owners cannot do it alone, so it is essential to assemble a collaborative team of M&A experts to guide you and your company through the lengthy and complex process of selling your business.
M&A Experts: The Core Four
There are four experts that are essential to creating the best possible outcome in any M&A transaction, collectively, “The Core Four”:
With any of these advisors, we highly recommend hiring experienced M&A transaction specialists that can help address and manage the many complexities of a transaction. While dentists and brain surgeons are both medical doctors with years of education, multiple advanced degrees, and extensive experience in their respective fields, we would never recommend using a dentist for brain surgery or vice versa.
Hiring the experts is not an expense; it is an investment in your success. The process starts with collaborative planning and preparation, moves though a disciplined process progression and concludes with a successful closing that exceeds the expectations of the seller. The right team can deliver much more value every step of the way via an increase in purchase price, more seller friendly terms and conditions, smaller tax bill, and/or protection from post closing issues.
Over this series of CMG Insights, we will explore the primary roles of each of the Core Four and the value that they bring to your engagement.
Investment Banking Team For Your M&A Transaction
Simplistically stated, your investment banking team is there to help explore possible transaction options, manage a disciplined transaction process from start to finish, and negotiate terms that maximizes value. Working closely with your other Core Four trusted advisors, your investment bank becomes the ‘quarterback’ for the entire process and the perhaps the most important trusted advisor on the team (full disclosure we are biased). In the end, your investment banking team is there to give the seller the most confidence at the closing table that they have explored all options, ran a disciplined process and maximized value for the best possible outcome.
To be successful, three components need to be ready: owners, the company and the market. Your banker should be able to evaluate all three and make recommendations to maximize value. Many sellers ‘sprint to the starting line’ and focus on how quickly they can get to the market when there could be (usually is) significant incremental value by taking advantage of ‘low hanging fruit’ before approaching the markets. Preparation is by far the most important driver of incremental value so your banker should work closely with owners to make sure that the company is ready for ‘prime time’ prior to approaching any potential partners.
Definitions of Value
While financial results (purchase price) is most tangible, there are many other important sources of value that need to be considered: family legacy, certainty of closing owners role post closing, opportunity to reinvesting proceeds into the buyer, confidentiality, impact on ongoing management and employees, impact on company’s reputation, impact on the community and so on. Your investment banker should help balance all of these definitions of value to craft the perfect outcome.
Most owners think ownership is binary – either I own 100% and control everything or I sell 100% and walk away. The reality is that there are limitless options for owners, the best of which are solely dependent on their objectives. Your investment banking team should spend time to gain a deep understanding of the personal and professional goals of the owners and design a solution that works best for each unique situation. Only with these objectives at the forefront can your investment banking team can embark on a disciplined transaction process.
This includes coordinating a Quality of Earnings analysis (with the accounting team), reviewing key legal issues and drafting documents (with the legal team) and reviewing the long-term impact of the transaction (with the wealth team). Preparation can take anywhere from three to six months (or more), depending on the state of the company and should not be rushed.
Once ready, then your investment banking team will reach out to carefully curated potential partners (both strategic and financial) that best meet all of the objectives of the owners and create a competitive process. The marketing phase generally takes two months to approach partners, execute non-disclosure agreements, distribute the CIM and answer preliminary questions in order to generate multiple preliminary offers (Indications of interest – “IoIs”).
From these IoIs, your bankers can help you select a few that are the best match and will coordinate formal management meetings (which can take another month). These meeting are critical to understanding the best fit between buyer and seller (those that share the owners vision) and lays the foundation for a strong partnership following the closing.
Following management meetings, your investment banking team will lead the negotiations (with the help of counsel) of a formal letter of intent (“LoI”), which sets forth the material terms and conditions for the transaction. Sellers have the most leverage just before executing the LoI and once an owner says ‘yes’ then leverage shifts to the buyer, so we encourage addressing as much as possible in an extremely detailed LoI.
With the material terms agreed upon, your investment banking team then works closely with legal counsel to draft all of the requisite documents and shepherds the deal through the closing. With proper preparation, the closing process from LoI to closing typically takes two to three months, but can certainly take longer if there are material discoveries found in the due diligence process.
Choosing the right investment banking advisor is critical to the success of your transaction. Make sure to pick one that truly understands your objectives, can appreciate your family dynamics and will take the time to develop the right transaction strategy to exceed your expectations.
Building Your M&A Advisory Team
One of the best ways to build your M&A Core Four team is to solicit references from your existing trusted advisors. Every M&A professional has a small group of trusted experts with whom they regularly collaborate and can help you maximize the outcome of your ‘once in a lifetime’ opportunity.
For more than 35 years and having completed hundreds of transactions, CMG has partnered with a wide range of experts, and we would be happy to make tailored recommendations for your specific circumstance as you build your Core Four team.
Whether you are considering an exit in the near-term or are just curious to learn more about what options exist, we would love to connect, learn more about your company and truly understand your objectives. We can certainly share our insights on the market and help you consider what might make sense for you and the legacy of your business.