Exit and Growth Strategies for Middle Market Businesses

Should You Consider a Recap?

By Robert St. Germain | Mar 21, 2012

Business ChartThere are essentially seven ways to leave your love (i.e. sell your business!). They include sale of assets, sale to partner(s), sale to children, sale to management, sale to employees, sale to the public, and, finally, sale to a third party. Each sale type has its advantages and disadvantages, which I will explore in the following series of blog posts.  We begin by listing the selling options here in order of typically least to most financially rewarding to the business seller.

Sale of assets (i.e. liquidation) will typically yield only pennies on the dollar because the assets are not being sold as part of an ongoing, cash generating business. Sale to partner(s) will likely be guided by a buy-sell agreement which, by design, will be very conservative in its valuation and payout algorithms to preserve cash for the remaining business owner(s).

Sale to children is typically accomplished via gifting or with terms favorable to them such as little cash down and a large note with its associated risks being assumed by the seller. Sale to management will likely also involve a large note and its attendant risks because management teams, while operationally capable, are usually not financially capable of a buy-out without seller participation.

Sale to the employees via an Employee Stock Ownership Plan (ESOP) will allow for a “fair market” valuation of the business; but the law precludes valuing the business at what it might elicit via a competitive offering in the open marketplace. Sale to the public via an IPO is only appropriate for those few businesses that are larger; have the “sizzle” to elicit public interest; and are also fast growing enough to compensate for the significant additional expenses of compliance and reporting that come with being a publicly held entity.

That brings us to the last option of selling to a third party, which is usually the best exit method to extract both the maximum price and cash at closing for the seller. Within this scenario, business owners have two sub-options, complete sale or a recap.  The choice of one versus the other will depend upon the seller’s personal objectives relative to price, ownership, and employment, which, in turn, will determine the type of buyer, strategic or financial, that should be approached.


Posted by Robert St. Germain.

One Response to “Should You Consider a Recap?”

  1. Priti Mehra says:

    Thanks a lot for posting this informative article. These essential seven ways of selling a business are really very interesting. I liked the Sale to Children Procedure.

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