Do’s and Don’ts of a First Buyer/Seller Meeting

Dos and Donts of a First Buyer/Seller MeetingAll transactions start with a first buyer/seller meeting. There are lots of ways to get this meeting right, and a few ways to get it really wrong. In this article we’ll share some do’s and don’ts you need to have on hand for a successful buyer/seller meeting.

Do’s

Meet in Person

While the pandemic normalized video meetings for buyers and sellers not geographically convenient to each other, meeting in person is always the best case scenario. You get all the advantages of real-life meetings, including enhanced body language reads.

But if you can’t meet in person, definitely opt for a video meeting. It’s a new normal that we’ve seen enhance the business transaction process significantly.

Build a Relationship

If the end goal is a transaction, realize that this is where everything starts, so take it seriously.

Be yourself and truly get to know the other person via the frame of their business. Before they decided to put the business on the market, what were some of the high points they experienced in growing the business? Ask about the lows too.

Some Basic Diligence

The worst thing we as brokers can experience is an unprepared buyer. They don’t just make themselves look bad, they make us look bad as well, as the seller might understandably assume we didn’t prepare our client for the meeting. 

This is not the meeting to be asking questions about add backs or negotiating on price point (it is a first meeting, after all…slow down!). Just as an employer doesn’t like it when a candidate for a job has zero questions during an interview, a seller might understandably be skeptical if a buyer doesn’t come with at least one or two questions to this meeting.

Don’ts

Get Overly Detailed

This is not life-story time. It’s enough to find out what a day in the life is for the seller as well as what mistakes they feel they’ve made and what opportunities they have not yet taken on but could be attractive to a seller. 

On the other hand, don’t let sellers get away with short, closed answers. They should be willing to give context, not just answer “Yes,” or “No.”

Think You’re Special

American consumer culture teaches us that “the customer is always right.” The healthiness of that attitude is a topic for another day, but we can certainly say it does not apply in business transactions. The seller is interviewing the buyer just as much as the buyer may be interviewing the seller. Stay humble and try not to lead by bragging.

This isn’t a job interview or a home purchase (it’s actually a little bit of both) so don’t fall into old habits of meetings but think about this as a different sort of meeting than you might be used to.

Final Thoughts

Buyers should remember that this is a 60-90 minute meeting, tops. It’s a high-level meeting to establish a relationship and ask some key questions.

That begs the question…can you make an offer at this meeting?

Absolutely. We see people ask for an Offer to Purchase form and sometimes end the meeting by signing one and giving it to the seller.

However, that’s not the expectation for most transactions. As we noted above, this is a first meeting and it’s understandable that both parties may want to take some time to reflect before progressing further. 

Want to make sure your first buyer/seller meeting goes well? Ask one of our team to prepare you! Give us a call today.

Key Elements of an Offer

Key Elements of an OfferWe’ve talked about our signature Offer to Purchase (OTP) before. In this article we’re going to break down that OTP into some broad areas to make sure buyers know what can make an offer attractive to sellers.

Don’t Wait on Diligence

Sometimes buyers will ask to do due diligence before making an offer. But a business is like anything for sale, and those who submit offers sooner are more likely to get accepted than the offer that may come from someone “after they’ve seen additional details.”

Show Me the Money

Earnest money or escrow is typically required of a buyer when making an offer. A seller wants to know that a buyer is serious and committed before allowing additional confidential information to be shared. Often the escrow money that accompanies an offer is the first of three payments that together can comprise a down payment:

  • Escrow payment 1 accompanies an offer
  • Escrow payment 2 is due with the acceptance of an offer
  • Escrow payment 3 is delivered a week prior to closing

These three payments will usually comprise at least 10% of the total amount of the sale, but can sometimes be more.

The amount of the earnest money can also signal to a seller how serious an offer is. This doesn’t by itself make the offer better, but it’s definitely something that sellers consider when looking at competing offers.

Time Constraints 

The offer should also mention milestones. Examples include:

  • A certain amount of time for diligence. 3 weeks is the most common.
  • A target closing date. This will depend on the particularities of the buyer and seller and can be tied to personal or business matters. The bank lending process is also a key factor in setting a closing date.
  • Transition. Sometimes sellers are getting out lock, stock, and barrel, and will have a short transition time. Other times sellers will continue to work in the business uninterrupted for months, sometimes even years at a time. A desired transition time should be spelled out in the offer.

Obviously all these times are negotiable, as they are part of an offer, and when the seller accepts, he/she may accept with changes made to these timelines.

Reminder to Sellers

While it’s exciting to accept an offer, it’s important to remember that it’s only the beginning of the process. We often tell sellers to keep working in their business as if the sale was not going to happen. 

That means: 

  • keeping the sale confidential
  • continuing to run the business as usual, whether that’s hiring new team members or running the usual advertising campaigns, etc.
  • setting aside a block of time to dedicate to the sale each week so that the process keeps moving forward; selling a business is a part-time job on top of running your business — thankfully it’s just a temporary one

We help draft offer letters just about every week of the year as part of the service we offer to our clients. Learn more about how we can help you by giving us a call.

First Steps in Listing Your Business

First Steps in Listing Your BusinessWe’ve talked in the past about broad reasons why we might (and might not) take your listing, so today we’re going to get a bit more granular and talk about what that process of listing looks like.

I Want to Sell!

We get it! You’re ready to move on with your life and once you’ve told us you want to sell, you might already have a mental countdown clock started. But you shouldn’t start that clock, because we haven’t listed the business yet, and when we do, it’s going to take an average of 6-9 months to sell. So, we appreciate the enthusiasm but we need a few things first!

Key Information

We can’t price and promote your business without hard data. Most times that hard data is going to come from the last three years of tax returns along with the financial statements to substantiate and corroborate those returns. 

We’re going to need a bit of time with you and your accountant to understand some charges, as we haven’t worked side-by-side with you in the business for years and may not understand why certain things are classified the way they are.

Not Auditors

We aren’t the IRS and we aren’t interested in passing judgment or scolding you for where expenses have been classified. What matters to us is getting to a clear number of SDE that will allow us to move towards a proper price for your business. That said, we’ve seen some, shall we say, creative interpretations, including:

  • Vet visits for a dog classified as “security” expenses
  • Cosmetic surgery for a spouse classified as “building improvements”
  • A lake house used once in five years for a company retreat as an active company asset

Banks can be leery of excessive addbacks, but that doesn’t mean they won’t work with companies that have a lot of them. But without being clear as to what expenses are legitimate addbacks, we can’t get a true value for your business.

Seller Disclosure Statement

So we’ve gotten all the key paperwork we need to get pricing, now we need to cover anything the numbers can’t tell us, which can include:

  • Current or future lawsuits/legal actions against the business
  • lease/real estate situation (if applicable)
  • Upcoming changes (key employee or major customer leaving)

This information completes the snapshot we will come up with called the Confidential Business Review (CBR).

Why Confidentiality Matters

Confidentiality is perhaps an important part of a business sale in general, but it’s particularly important during the listing process. Don’t tell employees what is in the works or you may have an exodus that leaves you with a shell of a business.

Going to Market

Armed with all this information, we will put together marketing material to showcase your business in various formats and on various platforms, and to do so confidentially. We asked you to keep things confidential, and we follow our own advice. We even keep that confidentiality sometimes long after a sale closes, referring in general terms to a business in a generic industry in a generic region.

That countdown clock we referred to above? Now that the business is listed, you’re free to start it, but make sure you do with expectations that have been tempered by a discussion with us, not a timeframe you’ve manufactured in your head. You may have sold a business before, but you’ve never sold this business, in this market, before. 

Did this article make you realize you need to get a few ducks in a row before you can even list your business? We’d love to help you with those ducks! Give us a call.

Passing On a MBE or WBE Certification in a Sale

Passing On a MBE or WBE Certification in a SaleA minority-owned business enterprise (MBE) or woman-owned business enterprise (WBE) is a powerful certification to have in certain industries. They can connect you with larger corporations and government agencies (at the federal, state, and local level) that set spending goals and targets for businesses owned by minorities and/or women. But what happens when it’s time for those businesses to sell?

Qualifications

Before we talk about exits, let’s review what it might take to get one of these certifications in the first place.

MBE

These are for-profit businesses, regardless of size, physically located in the US or one of its territories, that are owned, operated, and controlled by minority group members. Those members are US citizens who are:

  • African-American
  • Hispanic-American (includes Puerto Rico, Mexico, Cuba, Central and South America)
  • Native American (includes those who are Eskimo, Aleut, native Hawaiian)
  • Asian-Pacific American (includes Japan, China, the Philippines, Vietnam, Korea, Laos, Cambodia, Taiwan, the Indian subcontinent, Samoa, Guam, and other US trust territories of the Pacific)

Ownership is defined as at least 51% owned by such individuals. In the case of a publicly-traded company, that means 51% of the stock must be owned by one or more such individuals. 

WBE

Like MBEs, these are for-profit businesses physically located in the US or one of its territories, that are owned, operated, and controlled by women who are US citizens or Legal Resident Aliens. The same ownership, operation, and control rules are in place.

Other Certifications

There are a couple more business designations worth knowing:

  • DBE (Disadvantaged Business Enterprise): aimed at those that have disabilities or residents of economically depressed areas
  • VOSB (Veteran-Owned Small Business): at least 51% owned by one or more veterans

Exit Strategies

There are two clear strategies for exiting a business with one or more of these certifications.

Continuity

If the majority of the business of the firm comes through contracts that are tied to these certifications, you will probably want to find buyers that can retain this certification. That means if you have a WBE, you’re going to have to sell to women only, or find a buying group that will make sure that magical 51% threshold is occupied by women.  Same for an MBE.

Break

You’ve heard us talk before about the importance of having as wide of a buyer pool as possible. More buyers means more interest means more offers means more leverage. But this path is only worth pursuing if you’re willing to take a valuation haircut. 

You can prepare two financial projections leading to two different sale prices, a higher one that a buyer that can qualify for one of the certifications would pay (because he/she would hold on to the business/contracts that are tied to that certification), and a lower one that assumes the certification will be lost and the business will have to continue on without it.

We would go for “continuity” if more than 20% of the business is tied to a certification and for “break” if 20% or less of the business is tied to a certification. The “break” option is nice in that it still offers continuity should such a buyer show up.

Do you have a MBE or WBE or other certification and have been procrastinating on an exit because you don’t know what to do? We can help (because we’ve helped in these cases in the past). Give us a call.

The Climate for Business Sales in 2022

The Climate for Business Sales in 2022One way to know how the market is looking in 2022 is to look at the most recent data and recently BizBuySell released their Q1 2022 Report which offers a number of insights worth considering for those looking to close a business transaction this year.

Q4 Beats Pre-Pandemic Levels

Based on BizBuySell’s last report, we already knew that Q4 2019 was eclipsed by Q4 2021, which saw a significant uptick in transactions which was welcome news for everyone. While there were a number of factors for this, not least of it being Q4, which always offers a natural calendar-based urgency, there also seemed to be optimism in an economy that continues to recover amidst uncertainty and inflation. That has carried forward into 2022 with acquisitions now 24% higher than the same period last year and just 3.7% shy of Q1 2019, when most of us had no practical idea of the meaning of “lockdown” or “pandemic.”

Business Owners’ Numbers

Another really fascinating statistic from the BizBuySell’s previous report (Q4 2021) was the fact that despite more than half of the surveyed business owners being negatively impacted by the pandemic, the key financials of business that sold in Q1 2021 were the highest since BizBuySell began collecting data in 2007. The median revenue of these businesses was $688,020 with a median cash flow of $147,752. As other businesses regained health and also went to market, these numbers only changed slightly, finishing at $656,599 and $150,000 in Q4.

Service Businesses Remain Desirable

Some 35% of buyers in the market say they are looking for a service business. This reflects a larger trend over the past five years, in which the number of service businesses changing hands in the market has grown to 45% of all reported business transactions. By comparison that statistic was 37% in Q1 2017.

The New Pandemic(s)

Most business owners surveyed were less worried about diseases and more about the labor shortage and Great Resignation. 64% of surveyed business owners say that they have been impacted by labor shortages, and of those, 59% say the situation is either not improving or getting worse. Peers in our industry weighed in to correlate, with 59% of business brokers saying that labor shortage is the biggest threat to small businesses at the moment.

Not far behind the labor shortage which itself leads to higher overhead, there’s also the challenge of inflation due to monetary policy and supply chain issues. 72% of owners say that their business has been impacted due to inflation, with 76% saying it has not improved or is getting worse. Many business owners have had to weigh keeping prices consistent for customers by eating the margin or raising prices and sharing the pain all around.

These pressures will surely push more business owners into the market to sell, just as the pandemic did two years ago. “Pandemic fatigue” was listed as moderately to extremely motivating for 43% of business owners to consider selling.

The Other Side of the Transaction

Over 5 million entrepreneurs applied for business applications in 2021, which was the largest number ever recorded by the US Census Bureau. At the same time, one in five business buyers self-reported as having come from the Great Resignation and business brokers correlated this trend by saying that 23% of inquiries came from corporate refugees or those proactively seeking business ownership. Part of what is causing pain for business owners — labor shortages — may also be the solution, as some of those “shorting” the labor market may end up buying those labor-troubled businesses.

Final Thoughts

Through these constantly shifting times, the fundamentals of business transactions still hold, whether sellers are finally letting go or buyers are excitedly entering the fray: due diligence, clean books, solid systems. 

We’ve got all sorts of exciting businesses for buyers to look at and are always open to representing sellers who think that 2022 might finally be time to ride off into the sunset. Give us a call.

5 Factors in Creating a Multiple

5 Factors in Creating a MultipleWhile there are many ways to get a value for your business, we always point towards a professional valuation as not only the most accurate, but the one that qualifies for SBA and bank financing.  In this article we’re going to talk about five factors that professional valuation experts consider when evaluating the proper multiple for your business.

More Than Numbers

While we are never going to argue that an accountant doesn’t know numbers, we will point out that, without years of experience with business transactions, an accountant or CPA can only offer an academic valuation.  It may be accurate, but the advantage of having the knowledge and experience which comes from doing valuations regularly leads to a professional valuation that is tethered to the marketplace, and for those who are actually looking to sell a business, a number that has a relationship to the marketplace really matters.

So, let’s look at what the professionals consider for a valuation multiple that CPAs and accountants who aren’t regularly involved in business deals don’t:

1. Industry Assessment

As we saw during the pandemic, some businesses thrived. Others really struggled.  

Is your industry on an up or down trend?  Is there regulation or legislation that is pending that can really change the model of the industry?

Is the industry susceptible to supply-chain disruptions?  Weather?  Geopolitics?  Prior to 2020 these factors may have been never-never thoughts that we thought didn’t relate to Main Street businesses.  We know better now.

2. Company’s Competitive Position

As with the industry assessment, an assessor will look at whether the company is on an up, down, or stable trajectory within the local, regional, and possibly national markets.  

How is the company competing (price, quality, knowledge, customer service, etc.)?  Are any of those competitive vectors under threat from new entrants?  How?

3. Internal Trends

Just as we saw after 2008, many potential buyers are “giving a pass” to business numbers from 2020.  But that anomaly aside, what was the profitability year-on-year before 2020, and what is it now, when we are many months since shutdowns and business closings?  

4. Ownership Change Risk

With a solid team, a business should stay stable even with an ownership change.  In fact, when done right, many customers don’t even know the business has changed hands for months or sometimes years.

An assessor will look at how involved the owner is with sales and relationship management.  He/she will also look at how much recurring revenue is coming into the business, a factor that de-risks the specter of an ownership change.

5. Desirability in the Marketplace

How desirable is your business in the current climate?  For example, when the Affordable Care Act was going through the legislative process, a lot of health care related businesses didn’t go to market and buyers were adopting “wait and see” attitudes until the ink on the new laws dried.  What are market conditions around your type of business and your industry at this time?

There can be other factors to consider in valuations, depending on the industry and specific business situation, but these five factors are always considered when determining the right multiple for a business value.  Remember that before even looking at these factors the business needs to have clean books and operating manuals.

Do you have an academic value of your business and want a professional one instead?  We can help with that! Give us a call.

4 Reasons It Might Be Time to Sell Your Business

4 Reasons It Might Be Time to Sell Your BusinessOften business owners come to us long after they should have started to prepare to sell their business.  They realize, all of a sudden, that it’s time to sell.  Just like you want to obtain credit before you need it, you want to prepare to sell your business before you have to.  Below are some ways you know you’ve waited too long (and might want to give us a call for help).

You’ve Plateaued

If you’ve taken the business as far as your capital, competence, and contacts can take you, you’ve plateaued.  There’s nothing wrong with that; in fact, some people love a lifestyle business that they are completely in control of.  

But if that’s not you, and you’re looking for more professional challenges or more income, it might be time to acquire within your industry, or to sell.

You Dread Work

As a business owner, there is absolutely no reason you should dread work.  It doesn’t mean you need to spring out of bed singing every morning, but it does mean that you should be excited, or at least happy, to go to work.

If this isn’t the case, you need to find out if there are other personal reasons why this is the case, or if it’s related to your business.  If it’s the latter, your team will pick up on it, and their morale will decrease accordingly.  More than likely, so are your customers and vendors, and they might already be going elsewhere.

Another way of expressing this that we’ve heard from many business owners ready to sell is, “my heart just isn’t in it anymore.”

The Market Is Changing

Many businesses have to go through various changes not just in consumer preferences, not just in legislation, but in technology, both that’s used inside the office (like Slack) and what is facing the customer (like social media).  

You may sense another change coming in your industry and don’t want to deal with such changes anymore (like the business owner in this case study) or you’ve prepared for the change but think this might be a great time to hand off to someone with a fresh pair of eyes (and legs!) to carry on.

Other times a major shock happens (think of multiple-property vacation rental owners during worldwide lockdowns/closures) and people reassess and realize they don’t want to go through that again.  Those struggles drove many sales in 2021.

You Want to Make a Change

Some people want to make a change to their personal lives, but can’t do so because of their businesses.  While the attitude to remote work has entirely shifted in the last two years, perhaps your business won’t allow for it, or perhaps remote work isn’t what you need, but a break.

That break could be just for your own reasons, or it could be to spend more time with family, or to do something you promised yourself you would do years ago, and then seemed to forget that promise.  When that’s the case, the business is no longer an enabler of your goals and dreams, but an obstacle.  One of the final ways you can thank your business (and follow your dreams) is to change that obstacle into an enabling asset and pass it on to someone else.

If you’ve realized in reading this that it is time to sell, we’ve got a few first items that you should consider, which we are going to ask you about the first time we talk. 

Understanding the Great Resignation

Understanding the Great ResignationJuly 2021 saw 4M workers leave the workforce, with that number increasing in August and September.  The largest age group among these workers were in the 30-45 age group.  While these numbers are not insignificant, they still only represent 3% of the workforce, not 30%.  But as we noted before in our discussion about the $15 minimum wage, business owners are at their best when they anticipate trends, instead of waiting for those trends to happen to them.

Causes

While the term “great resignation” is just as recent as the resignations themselves, a few theories have been floated as root causes of these employees leaving their jobs:

  • “Pent-up” quitting: those who didn’t immediately resign in the face of uncertainty in 2020 have decided to finally do so now
  • Existential revelations: when people were laid off or had some time to work remotely, they took a hard look at their present circumstances and didn’t like them
  • High stress: resignations have been higher in health care, tech, food service, and retail, all sectors that either had a sharp increase or a sharp decrease in revenues and customers

Given that the event is still happening amidst a lot of other global uncertainty, it’s not clear that any of these possible causes is driving resignations more than another.  There may be a hidden factor that will become more clear in time.  But that shouldn’t stop buyers or sellers from moving forward with transactions.

Address the Situation

Whether you’re a buyer or a seller, you can lean into the so-called “Great Resignation” as part of your due diligence or preparation to sell your business, respectively.

Buyers

We’ve already mentioned earlier this year that Covid-19 is causing buyers to look at staffing issues more closely.  Buyers are often not going to be able to interview current employees directly, but they can ask the seller for employment information: how long employees have been there, what the historic turnover rate has been, and if that’s been any different since March 2020.  If there is a significant difference, ask the seller for reasons why.  

Sellers

With the additional buyer scrutiny directed at personnel, it’s entirely justifiable to lean into retention as you prep your business for sale.  If you have had more resignations than usual since March 2020, try to look at aspects of employment that may have broken under the stress:

  • Company culture: is it healthy and thriving and did it weather the challenges that lockdowns and layoffs may have caused?  If not, what are you doing to address this?
  • Pay and working conditions: are your workers in-person or working remotely?  How is your pay in relation to the rest of the marketplace and its adjustments since March 2020?  If your staff is unhappy with pay and working conditions, what do you intend to do?
  • Vendors and supply chains: bad business conditions tend to roll downhill.  Did you have to absorb any of the challenges of your vendors?  Did your supply chain break down?  How did this affect your team?  Are there measures you can take to mitigate future shocks?  Have you implemented those measures?

Business owners often look at what is going on around them and try to think about how conditions might affect their businesses.  But those who are looking to sell need to be particularly sensitive and proactive.  It’s not enough to know about the Great Resignation, you need to make sure you take whatever measures you can to make sure you don’t become part of its statistics, as that will directly affect your ability to sell the business at the price you want.

Has your business been affected by the Great Resignation?  We’d love to talk to you about how to turn things around.  Give us a call.

IBBA and M&A Source Market Q2 2021

IBBA and M&A Source MarketThe IBBA and M&A Source Market Pulse Survey was created in 2012 to provide business owners and their advisors with analysis of changing market conditions.  Here at Apex we use these surveys to get a sense of what’s going on in the Main Street (businesses between $200k-$2M) and the lower middle ($2M-$50M) markets.  Q2 of 2021 gave us a chance to look at the strange year of 2020 and what has changed in 2021.  Given that the findings from the survey come out to over 100 pages, we’re going to save you from reading it and share just a few observations of our own.

Covid-19 Changed Conditions for Buyers and Sellers

While it may seem obvious that “Covid changed things” in the business transaction market, most outsiders would not necessarily be able to tell you precisely how.  

Buyers

Many talented individuals got laid off in March 2020.  While some of them were hired back, many of them weren’t, and this led to an openness to a shift in career, including buying a business.  The overall lack of certainty not just globally but internationally, and not just in how we live and work but even how we vacation and make future plans has led some to see business ownership as a way to control their own destinies.  We’ve certainly seen quite a few of those individuals come through our doors in the last 18 months.

Sellers

Sellers had to work through their own situations starting in March 2020.  Layoffs may have been part of the solution, but they also had to deal with local legislation and had to embrace remote work, even if they had previously never considered the option.  If they made it through 2020, even with the assistance of EIDL and PPP, they now had a story to tell: my business survived through a pandemic.  That made some businesses more valuable than they were prior to the pandemic, and the owners of some of those businesses, now that they’ve had a moment to stop bailing water, are keen to cash out.  The adjusted EBITDA on such businesses in the lower middle market have been enjoying a .5 multiple increase in valuation.

For those sellers who didn’t have a “pandemic-proof” business, they still had opportunities to sell to buyers who were open to turnaround options.

Areas of Focus

The survey also confirmed trends we’ve been seeing.  For example, in due diligence in the lower middle market, the focus has been on staffing.  With the major changes happening in employment trends due to the pandemic upheaval, buyers in the lower middle market have been focusing on key players and putting employment agreements in place for their transactions.  Main Street businesses are also looking at staffing issues and getting clear who has been in place and for how long, and what the turnover rate has been historically and during Covid-19.

Some things never change.  We still see a closing time of 3-4 months from LOI to dotted line, but 50% of those deals fall through for one reason or another.  One of the consistent reasons a deal may ultimately fall through is a total lack of mental and actual exit planning on the part of owners.  95% of owners do not have exit plans in place and get dismayed when we tell them about tax consequences or what they will need to do accounting-wise to be sale-worthy.  

If you’re serious about selling a business, whether this year, next year, or sometime in the future, the one single action you can take today to make sure you get more money at closing, a better multiple, and fast, smooth sale is exit planning.  Then when you’re ready to sell we can just start executing on that plan.

Need help getting started on that exit planning?  We know just where to start.  Give us a call.

Selling to Private Equity: Do Your Due Diligence

Private Equity FirmsDespite many of the challenges of the pandemic, there’s still a lot of investor money looking for solid and smart investments.  Some of that money is sitting in the pockets of private equity firms, and those firms are increasingly looking at smaller deals to fill out their portfolio of investments.  Private equity (PE) firms present an interesting opportunity to sellers and those preparing their businesses for sale should take a bit of time to understand what PEs are and how to prepare for offers they may make.

What Private Equity Can Offer

While PE has the reputation for buying underperforming companies and then re-engineering their financial, managerial, and operational structures before ruthlessly flipping them, that’s not usually the attitude they bring to smaller, Main Street businesses.

If a Main Street business offers solid growth potential and has a strong team in place, PE can accelerate that success:

  • They have access to capital as needed
  • They can utilize economies of scale (leveraging certain services they may offer to every company in their portfolio)
  • Creating strategic partnerships (this can be with other companies in the portfolio or through their own connections)

Do Your Diligence

Don’t let the term “private equity” intimidate you.  They are just people trying to find a better-than-average return on their investments.  They will definitely do their homework on your business.  But you should be doing the same to them, particularly if you are going to stay on in the business after the transaction or care what happens to your employees if you are slated to leave.

Questions to Ask

The first question you might ask is “What’s your strategy for our industry?”  Follow this up with “Why are you attracted to the industry?” and “Where do you see our business going?”  These are short questions but they should lead to long conversations, particularly if the PE has a strategy and isn’t just looking to spend their dry powder.

You can also also ask the expected questions, like:

  • Can you introduce us to new markets?  New suppliers? 
  • Can you help us develop new products/services?
  • Are there any related companies in your portfolio that we might have synergies with?

Don’t be blinded by the references they might make to how much money they have under management.  What do they bring to the table for your business and your industry?

People to Talk To

You are going to want to call their references.  For PE this would be current and former companies under management.  If they are willing to let you talk to them, you should also talk to those whose deals didn’t get to the finish line or owners who exited sooner than planned.  Also speak to members of corporate boards which the PE has ties to.  

A PE, just like your business, isn’t just a balance sheet and a profit and loss statement.  They have a culture, a way of doing things.  That way of doing things should align with your company’s culture as well.  A PE may want to buy your company outright, or they may offer you a chance to leave some skin in the game to take the company to the next level and have a second exit.  Or they may just want to make a small investment now and see how things go.  Be open to different structures and possibilities.  

Private equity groups and family offices are just one of the many qualified buyers that our brokers keep in touch with on a regular basis.  We introduce qualified buyers to our new listings each week.  If you’d like to be one of those listings, give us a call so we can see if we’re a good fit for each other.