Maximizing Value in a Corporate Sale: Quality of Management

You undertake the sale of your company. How does the quality of your management team impact potential buyers’ perception of the company’s quality of earnings and growth potential, and thus its value?

In the vast majority of cases, the CEO and/or owner of a company does not stay for long after a sale.

There are many reasons for an owner or CEO to depart after selling their company;

  • It’s hard to work for someone else once you’ve been the boss
  • Difference in operating styles
  • You’re too expensive
  • You want to retire
  • You just took home a lot of money and you don’t want to work anymore……

The result is that potential buyers will determine the value of your company WITHOUT YOUR PARTICIPATION.

If your business is reliant on YOU, potential buyers will correctly think that the loss of your services could disrupt the continuity and capability of the company’s management function. Decisions made without you might not be as good, creating risk to quality of earnings. Without you driving the business, there is a risk that growth will slow or cease.

If you have invested time, effort and money in a superb management team, this risk to quality of earnings and growth potential are mitigated. The people who have been operating and driving the business day-to-day will be there after you leave.

Potential buyers will see a cohesive management team and be able to rationally assume that the business will not do worse under their ownership than it has in the past. If buyers are confident in their own abilities and resources, they may assume that your company will do even better post-acquisition.

This is true even if a potential buyer is a private equity firm that requires you to maintain an equity stake in the business and continue to run it as a condition of closing. If the company is dependent on YOU and you leave for any reason, the PE firm is at risk if there is no team to maintain operational continuity of THEIR company.

When you sell a business, you and your team will meet with the potential buyers’ team for a management review. If your team members speak at least 70% of the time, and demonstrate their abilities to potential buyers, you are on your way to maximizing value.

A truly critical negotiating lever is also created when you demonstrate to potential buyers that you have a high-quality management team. Your business is successful and runs well in your absence, so your motivation to sell is not as high as it might be. YOU DON’T HAVE TO SELL! This is a more controllable negotiating lever than competing bids.

If you do not have a quality management team you will still be able to sell your company. You just won’t maximize value.

Maximizing Value in a Corporate Sale: Introduction

You are a CEO. You lead a successful business you share numerous qualities with your peers. Among them, being somewhere between bright and “whip-smart”. You turn ideas into reality. Your leadership has a direct impact on your company.

Selling your company will be one of the most important financial events in your life. Maximizing value in that sale is critical to all stakeholders.

You approach me as an investment banker who sells companies and ask “What’s my multiple of – EBITDA or Revenue or Book Value?” How do I get maximum value when I sell? What are you going to do?

Some M&A professionals, your lawyer or accountant would gladly answer those questions.

BUT …. you are taking the wrong approach to maximizing the value of your company in a sale.

The same characteristics that make you a successful CEO will allow you to maximize value in the sale of your company.

As your investment banker, my job is to present your company’s value proposition to appropriate potential buyers in a clear, compelling, accurate manner. This will allow them to perceive its value. From that perception, we can negotiate price and terms. Accuracy is critical: You must assume EVERYTHING will come out in due diligence. If any representations are proven false in due diligence, or material omissions arise, you will undermine credibility on every aspect of negotiations.

This series of articles will demystify the process of maximizing value in the sale of your business and explain how you, as owner and/or CEO, control that outcome.

 

The premise of these articles is that two things determine the value of a business:

  • Quality of Earnings – Is profitability from your core business sustainable?
  • Growth Potential – Whether your market or industry are growing, static, or shrinking, does your company have the ability to grow at an above-average rate; are you better than mediocre.

The next six installments of this series will discuss the most import factors in maximizing the value of your company by creating upside or risk to your company’s quality of earnings and growth potential:

  • Quality of Management
  • Quality of Strategic Planning
  • Business Concentration Issues
  • Obsolescence
  • Business Infrastructure
  • Financial capacity, controls & reporting

All of these factors are controlled by you as owner and CEO.

Tune in in two weeks for our next segment.