4 Ways to Prepare Your Business for Sale
When you decide to sell your company, it is not uncommon to find that many aspects of the business are not ready for a sale. Whether it’s incomplete financial statements, disorganized tax history, or legal oversights, the sale process can quickly become complicated and difficult.
While it’s possible to prepare your business for sale rather quickly, diligent buyers will not overlook these band-aid fixes. A lack of planning can lead to lower sale prices or the eventual dissolution of the deal.
Thankfully, most of these last-minute problems can be avoided by making minor adjustments before you actually begin the sale process. Below are four areas to consider before reaching out to intermediaries and investors.
1. Develop Executive and Middle Management
One of the most important steps that a founder can take to prepare the business for sale is to build out a full management team that can independently run the business.
A strong management team signals to buyers that the business will be prepared for most transitions, including the departure of a CEO. If a buyer doubts the ability of the company to run in the absence of the founder or owner, it can prove an insurmountable deterrent.
Developing an effective and trustworthy executive management team can take a long time, so the process should be started years before a planned exit. Whether it is tapping existing employees or bringing in new talent, a business should have a robust senior management before seriously exploring any sale options.
Larger middle-market companies should also take the initiative to develop a strong set of middle management leaders. Expanding the management capabilities beyond the executive level reassures buyers and ensures a seamless post-sale transition. Many buyers of businesses are looking for well-run companies that have fairly independent and strong business units that will transition smoothly after the sale.
2. Prepare Your Financials and Pitchbook
While many businesses prepare an audited set of financial statements two years before a sale, there are also financial preparations that can take place earlier to ready a business for an exit.
If you are planning an exit, even many years in the future, it is worthwhile to have a confidential information memorandum, or “CIM” prepared. The CIM is also referred to as the “pitchbook.” The CIM will most importantly help you conceptualize your financials and demonstrate to a buyer that the numbers are reliable. The more confident an investor feels about your ability to track numbers, the more confident they will feel about the deal.
As an added benefit, some business owners find the exercise of assembling a CIM helps them visualize their business as a buyer would, identify opportunities for improvement, etc. By going through the exercise, many business owners often reveal issues in the company that can be corrected or improved before engaging in a sales conversation.
At the very least, preparing the CIM will help a business owner learn the beginning steps of an exit strategy and help build meaningful relationships.
3. Broaden Your Customer Base
When there is a long-term horizon for a sale, it may also be beneficial to look at ways to add to the sustainability of earnings. Buyers often look for a diversified customer base to reduce the risk of losing key customers that might depart with any management transition, especially if those customers make up a significant portion of the revenue.
The better a business owner is able to evaluate and discuss how the company acquires customers, the better prepared he will be for an exit. Starting to answer questions like “What is the profile and size of the customer base?” or “How well is it engaged?” is a great practice to start thinking through this portion of a deal discussion.
Especially if there is risk of customer departure with a sale, any steps a business owner can take to further diversify the customer base, better organize the sales force, and have a reliable and current customer relationship management (CRM) system will be positively received by a potential investor.
4) Consider Your Corporate Structure
Upon any sort of management transition or any planned major change in the business, it is important to examine the corporate structure of the company. For example, there are important tax consequences that come with selling C-Corp and S-Corp businesses.
It is good for company owners to keep the end in mind and to determine what the optimal corporate form would be for the business. While it is not prudent to make a change to your corporate structure a year before an anticipated exit, it can be a very helpful conversation to have 5-10 years out. Checking with your accountant to ensure everything is set up correctly for a potential sale can have an effect on the final valuation of your business.
It is more crucial than ever for owners to plan ahead to maximize the enterprise value of their company. Especially in what is currently a sellers’ market, business owners that take the time to properly prepare their business for sale can realize significant benefits and returns. If the past several years have provided any lesson to sellers, it is that company valuations are at the mercy of the marketplace and business owners will want to be ready to take advantage of market timing.