InSight

Exit and Growth Strategies for Middle Market Businesses

“In Selling Your Business, It’s Not What You Get, It’s What You Keep”

By Jim Gerberman | Nov 29, 2017

After defeating the Romans in southern Italy at the Battle of Asculum in 279 BC, King Pyrrhus of Epirus, whose invading army had suffered irreplaceable casualties, responded to congratulations by saying: “If we are victorious in one more battle with the Romans, we shall be utterly ruined.” To this day, the phrase “Pyrrhic victory” has been used in business, sports, politics, warfare and other settings as an analogy for victories that come at a great cost. Winning the battle- but, losing the war.

Like many business owners, you’ve built a very nice business that has provided a great lifestyle. You’ve set the direction, funded the growth, shouldered the risk. However, in order to pursue further growth, you’ll need to spend more and assume additional risk. Through the value that you’ve built, your net worth is considerable but your assets are not very liquid. Whether you’re contemplating taking a few chips off the table by selling a piece of the business, transferring ownership to employees, your children or your partner, or selling outright to a third party, the associated transaction may likely result in your future livelihood being supported by the proceeds (what you keep) from the transaction.

Starting with the end in mind, it’s important for you and your trusted advisor team to understand what a successful outcome looks like.

  • What proceeds do you need in order to have the lifestyle you desire?
  • What role in the business do you prefer going forward?
  • What kind of acquirer(s) will need or want what you have?

An earlier article about Business Readiness® describes how to prepare both you and your business to optimize that outcome. By starting early in putting together your team of trusted advisors and by addressing and mitigating those areas of risk that will devalue your business in the eyes of a potential buyer, you set the stage for achieving a successful outcome. More importantly, you set the stage for dealing with the vicissitudes and uncertainties that occur along the path. Inevitably, things happen that can potentially derail the best of plans. As the boxer Mike Tyson has been known to say “Everyone has a plan until they get punched in the mouth”. It’s important for you and your team to know what battles are worth winning- more so than attempting to win every battle (especially those that come at a great cost).

Back to “what you keep”. Too many business owners define their desired outcome in terms of the “selling price”. Even worse, their idea of the right selling price may be influenced by something they’ve heard from a colleague who sold their business, the sentimental value that naturally derives from years of sweat equity, or based upon some other form of intrinsic value that they’ve developed…is it realistic? Will this provide what I need? If not, we have work to do. We need to begin with realistic expectations about the value that the market will place on the business. We also need to understand that there are many aspects (not related to the selling price) that can add to or erode your proceeds from a transaction. Some examples:

  • Deal structure, timing and basis of payments
  • Structure and basis of contingent payouts
  • Holdbacks, escrows, assumed liabilities
  • Working capital adjustments
  • Key people retention
  • Where applicable, taking advantage of gifting or other tax benefits…well ahead of initiating any process leading to a transaction

Which battles are worth fighting? To be clear, you do not need to win every battle to come out well ahead- particularly if the transaction is one where you as the selling business owner will now have a new financial and operational partner while remaining in a leadership role with the business going forward- either in a short, defined transition period or as a co-investing minority shareholder as described in a 2-step or “second-bite of the apple” process. As advocates for your cause, your trusted advisor team can help you make informed decisions about what to fight for…and how- achieving the results you desire while preserving important relationships. In the spirit of the early 20th century Italian diplomat and author- Daniele Varè, “Diplomacy is letting others have your way.”


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