InSight

Exit and Growth Strategies for Middle Market Businesses

Avoid the Hazards of Single Suitor Negotiation

By Jeff Wright | Jun 20, 2017

Here is an issue we see all the time. A company owner gets an attractive “offer” lobbed over the transom. He’s flattered, intrigued. He’s been thinking of scaling back, maybe even selling the business and this top dollar overture has his attention. He starts to invest in the possibility and decides there is no harm in taking a meeting. This sounds like a path to a big payday and happy outcome. Right? Well, probably not.

There is a saying in our business that “one buyer is no buyer.” And while that’s a bit black and white, it does reflect the importance that we as M&A Advisors place on having multiple buyers and competition.

Back to our company owner. He meets with this suitor. He shares financials and other information. He’s getting hooked into a process and invested in an outcome. The potential buyer asks for an exclusivity period. They ask for more and more information. Our seller has now invested significant time and psychic energy in this process. The buyer finds some dings in the business and begins to adjust the price (really, downward is the only direction the price goes in situations like this). Even after many months of this cycle of information requests and price reduction, our owner is reluctant to give up, given all work and hope he has into this. Most of the leverage is with the buyer, little with the seller.

Oh, the owner has also taken his eye off the business and performance is slipping.

In our experience, most situations like this never close, waste a lot of time and may even taint the company for future sale opportunities. We believe that receiving an attractive “offer” is the perfect time for an owner to take a step back and get some professional help. Strategic and financial buyers know how to buy companies. They have teams of experts. They love the opportunity to scoop up acquisitions without competition. The playing field is lopsided in their favor as most company owners have never sold a business and when they do, it will be a “first time/last time transaction involving their biggest asset.

At CFA, our mission is to work with company owners to see that they are fairly paid for their lifetime of work, the value they have created and the risks they have taken. Hiring CFA does several things to advance this cause.

  • We bring competition to the table. With our contacts and research, we can invariably find multiple qualified buyers that will be competitive on price and terms, and do so confidentially.
  • We create a sense of urgency, keeping all buyers on a tight timeline simultaneously throughout the process.
  • The owner can focus on the company’s performance as we manage the process and interactions with buyers.
  • Valuation can be driven UP, because we don’t put a price on the company. We let the buyers do that, and drive up valuation in an auction with each other.
  • Owners have an M&A expert on their side to help structure an advantageous transaction and navigate the numerous deal traps in the definitive agreements (escrows, indemnities, working capital adjustments, consulting agreements, earn-outs, etc.)

Buyers are particularly aggressive right now, with trillions of dollars to deploy and a limited supply of sellers in the market. Buyers are contacting owners directly more than ever with enticing “offers.” We advise owners to use this sellers’ market to their advantage and hire an M&A expert to help them achieve a high value and expeditious transaction.


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