| Sell To The
Highest Bidder
Bob and Tracy sold
their companies to publicly-traded compaines and they both got big piles of
money.
Topic for
Discussion: What was different about the two sales and what was similar?
Answer: The
sales started off differently but ended up being handled in a similar fashion.
Bob started chasing a buyer and Tracy was chased. While you might think that
Tracy could negotiate from a strong position since her buyer sought her out,
Bob was able to get the interest of several buyers which made his position even
stronger.
What they both did
was seek out experts to help them. We learned from them that when you are ready
to sell, you'll need a business broker, an attorney for the legal documents, a
CPA, and potentially, a banker.
All of these
experts are important, but probably business brokers (up to $50M sale), the
Mergers & Acquistions people ($10M to $300M sale), and investment bankers
($50M to over a billion) -- all "matchmakers" -- are the most critical. Tracy
and Bob used different criteria in making their decisions and each made the
right choice for her and his company. Tracy was approached by a buyer directly
and contracted with a broker with industry expertise. Bob had made the decision
to sell and sought the "right" broker based on skill set, enthusiasm, and
dedication; he was less concerned with industry expertise. You meet his mergers
and acquisition person, Larry Starks, in this episode.
The first job of a
business broker is to place a value on the business. However, it doesn't hurt
to educate yourself. We all need to be aware of a program by the American
Institute of Certified Public Accountants (AICPA); they offer an accreditation
program to CPAs in business valuation. Once completed, the CPA is designated as
an ABV, Accredited Business Valuation professional. If your CPA is not
accredited in this area, you should have a candid discussion with him or her
about the need to seek additional assistance. The CPA, as a valuation expert,
is particularly critical in circumstances where the broker is compensated with
a percentage of the purchase price.
When the buyer or
his/her representatives comes in to evaluate your company, that process is
called "due diligence". You want to pass due diligence with flying colors. The
single most important thing you can do to ensure this is to keep great books.
What do we mean by great books? We mean annual financial statements and the
underlying records that support those financial statements. It is only with the
bottom line results of your company that the buyer can calculate EBITDA --
earnings before interest, taxes, depreciation and amortization, and his or her
return on the purchase price. Nothing makes your numbers more credible than if
they are certified and attested to by your CPA. And most buyers want a five
year track record of audited financial statements.
You think about
it: Can you provide a three to five year track record of financials?
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