07/10/2013

By Andrew Morris, Chairman, Academy for Chief Executives


When asked how he became so rich, John Paul Getty said, "By selling too early". In other words, timing is critical to exits. It's important to read your own market and the wider economic cycle. But if you are intent on an exit, don't wait until the market ripens.

I'm a great believer in Getty's 'bird-in-the-hand' approach -- if the price is reasonable, don't be too greedy. Sell and move on.

To get to this point takes preparation. Ideally, you should plan an exit a couple of years out -- due diligence alone can take up to a year, and the more time you allow, the more smoothly the process will go.

Several key factors will influence your timing, including:

Why sell?
The story behind your exit is important: it should be compelling and positive. For owner-managers, it may simply come down to state of mind: are you running out of steam? Or is it a question of adding new skills or funding further developments? On a corporate level, it is usual to look at selling a business when it has gone through a strong period of growth and has a positive future. Have you thought about alternatives to exiting -- a joint-venture, say, or outside investment?

Tell people what’s going on
You won't be able to inform staff and key customers until quite late in the process, so have a communications plan ready. Be completely transparent, too, in any disclosures and trading forecasts, even if they mean a deduction in the buyer's offer. That said, sellers should be slightly cagey about how much they reveal: establish that interested parties are genuine and not just tyre-kickers.

Can you demonstrate growth?
This is key to a successful exit. You should be able to show a track record of at least three years' growth, with similar prospects for the coming few years. Consider your market: is it stable? how does it behave in a recession? And is the right time in the trading cycle to sell? Do as many spreadsheets as you need to satisfy yourself on value and check out recent deal multiples in your sector. Don't forget about hidden value, which can add a premium and often resides in your brand.

Maintain momentum
Set a realistic, but fast-moving timetable to maintain momentum and minimise disruption. Be ready to abandon a sale if you suddenly lose a key customer or growth prospect, though. We're entering a more positive period for deal flow, so there's no need to get cornered.

Do you have a dream team?
Owner-directors may be walking away from the business, so they need to have a strong succession plan and a solid management team in place for the new owner. People are mission-critical to exits. Often, the buyer will look to those who are staying as a demonstration of commitment. Bear in mind, too, that buyers may want the management team to roll over any stake they may have in the business. The feeling among new owners is that already enriched executives can be harder to manage and motivate. Also, ensure your shareholders are on-side, that they want to sell and are agreed on price.

Who's minding the shop?
Selling a business can be a rollercoaster ride -- it is a long, emotional and disruptive process. It's all too easy to get distracted and take your eye off the business, so I'd advise you to create a deal team. This will usually include the financial director and the CEO, who then virtually hand over the day-to-day operations to other senior executives. This ensures that, if the worst happens and the deal falls through, the business doesn't suffer, too.

Who's advising you?
Select lawyers, accountants and M&A advisers in advance and agree fixed win/lose fees. Your M&A adviser will effectively become part of your team, so the fit needs to be right. Hold a beauty parade and ask questions about how they work, their personal approach to a sale, the individual with whom you'll be working, and whether they have any experience of your sector (an advantage, though not essential).

Who's your buyer?
There are different approaches to selling, from full auction, where advisers put together an information memorandum and go out to market, to off-market, where a buyer approaches you directly. There's also a hybrid, where advisers approach a shortlist of six to 10 buyers privately. If you're looking for a trade buyer, post-sale integration and meshing of corporate values is critical. This is too often overlooked by buyers pre-purchase, yet it's a common cause of grief in M&A. 'Culture' and goodwill can be fuzzy concepts, but it's worth trying to articulate them through examples of workplace practice -- how you reward people, whether you encourage mobile working, or have a commitment to organic produce. You may have to pass on potential parties if there is a clash of values.