Early December 2011
Austin Dale GroupDo you know why deals fall apart? Read on to learn some of the reasons and discover what buyer and sellers can do to increase the chance of a successful closing.  We help business owners plan, prepare for, and execute successful business transactions. We specialize in IT and other technical service companies.  Thanks for following us - the highest compliment we can receive is a referral from you. 

Sincerely,
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John Austin & Bob Dale
Austin Dale Group
512-327-0427
Why Deals Fall Apart

A successful transaction usually requires overcoming a number of obstacles.  Many of these are minor and can easily be resolved. If the parties want the deal to work, talking it through can solve almost any routine problem that arises.  Outside advisors can be a real advantage in these negotiations.  However, there are more serious issues that can be fatal to the closing of the deal, such as some of the following:

The seller may be unwilling to agree to some of the conditions presented by the buyer.  Many times, the conditions provide too many loose ends for the seller, or they weren't part of the original agreement.  No one is willing to bend, there appears to be no solution, and the deal craters.

Due diligence uncovers problem areas such as environmental concerns or additional liabilities.  Another potential problem area is that of competitive information.  The buyer wants a list of customers and would like to contact them.  The seller doesn't want this done and an impasse results.

During the negotiations, the buyer, or the seller, discovers that there is a lack of chemistry.  This can complicate the two agreeing on any other problem that develops.

Some of the information presented is not accurate or is incomplete.  The financials may contain too many deviations from the figures presented by the seller.  There are also times when the seller's records have not been maintained properly or the tax returns don't support the financial statements.

There is a breach of confidentiality or there is a loss of credibility by either party, or, by both.  Either one of these is usually a deal breaker.

The buyer may ultimately decide that the deal is too big a risk, or an outside advisor, or even a friend, suggests that the business is not a good one.

There are also times when a seller decides mid-way through the deal that he or she really doesn't want to sell. The seller pulls out of the deal or stops cooperating and the deal falls apart.

The sale of any business involves major change on both the buy and sell sides.  This may threaten some of the participants or their advisors - and even family members.  It is important that all parties directly involved in the selling and buying process be in agreement. No one wants a participant or internal mischief threatening the sale. Unfortunately, after it looks as if everything is under control, one side or the other may suddenly come up with some last-minute demands.  When this happens, these last-minute demands may cause the deal to fall apart. All of these potential deal breakers make it even more critical that a professional business intermediary be involved in every step of the transaction.  They have been through many of the events outlined above and their experience and knowledge may help to avoid or resolve these issues.
What Buyers and Sellers Can Do

In addition to using a business intermediary, there are specific steps buyers and sellers can take to increase the chance of a successful closing.

 

Sellers should know why they want to sell their business. Before placing a business for sale, it is important that sellers both know why they want to sell their business and that they are certain about their decision.

 

Buyers should know why they want to buy a business. The more clear buyers are about why they want to buy a business, the better they are able to evaluate how a particular business will meet those desires.

 

Sellers need to have a plan for what they will do following the closing.  

 

Buyers need to know the risk.  It is important for buyers to know that any business purchase is a risk and will involve sacrifice.  Is the buyer's reason for buying a business strong enough to encourage him or her to take the risk?

 

Buyers and Sellers need to make sure important parties are on board. Sellers should discuss the sale of a business, as well as future plans, with partners, spouses, children and other involved parties before listing.  Buyers need to discuss the purchase of a business, as well as the realistic risks, with all involved parties prior to making an offer.

 

Buyers and sellers should communicate to outside advisors that they want the deal to work.

 

Both buyers and sellers need to choose battles wisely.  Both buyers and sellers need to be willing to compromise. It is helpful if they consider in advance the areas that are most important to them so that they can come to the table with a willingness to compromise in other areas. 

 

 

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In This Issue
Why Deals Fall Apart
What Buyers and Sellers Can Do
December Webinar
Staying Power, part 2
IT Software and Services Deal Flow Remains Strong
December 14th Webinar:  "Planning Your Exit"
What's your exit strategy?  Or is running your business taking up all of your time, leaving no time to prepare for your exit?  Learn how successful entrepreneurs do it the "right" way each time they build a business - and profit from their experience -- even if you don't have immediate plans to leave your business.
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Unless your business is a hobby and you aren't worried about your financial security, it's critical for owners to know why building your business as though you're going to sell it someday is the right way to do it.  Regardless of where your business is in its life cycle, you have nothing to lose and much to gain from learning more about planning your exit. 

Date: December 14, 2011 (Wed.) 

Time: 11:00 AM - 12:00 PM CST

Target Audience:  business owners

 

Space is limited.
Reserve your Webinar seat now at:
https://www3.gotomeeting.com/register/591882558

 

Staying Power

How to retain key employees during the M&A process

  

Nothing can turn a sweet M&A deal sour faster than a key employee leaving the company before the transaction is final. This kind of loss can reduce a company's selling price, hinder integration plans, turn a star executive into a formidable competitor and even shut down a deal altogether. But bonus plans and other incentives can motivate key employees to stay and help reduce the odds that this common M&A mishap will happen to you.

  

Project completion - This type of bonus is offered to employees assigned to specific projects that are usually short-term (between three to six months). The bonuses may constitute 5% to 20% of an employee's total compensation for work on the project. Companies might base the payout for this type of bonus on the importance of an individual's role in the project, its successful completion and possibly the customer's satisfaction.

Management by objectives (MBO) - MBO bonuses are offered by employers to enable the successful completion of internal projects that might otherwise be neglected or overlooked as staff focuses on merger integration. Employees might receive a list of specific tasks, deliverables, due dates and dollar value for completing each assignment based on the company's priorities. These bonuses are built into employees' overall compensation plans, with dollar value buckets from which quarterly project assignments are made.

IT Software and Services Deal Flow Remains Strong in Q3
Despite drop in deals from Q2
The software sector has taken over private equity investment in the IT industry. The sector has seen 88 deals totaling $9.2 billion through the 3rd quarter of 2011, on pace to exceed the 105 deals in 2010 worth $4.4B. New applications, cloud computing, education, and government-related software companies are driving the growth.

The IT services sector has become the second most active sector, with 30 completed deals worth about $1B, indicating that PE investors have switched their preference to smaller companies and growth investments.
Source:  Pitchbook Data
Contact Us

Austin Dale Group
P.O. Box 162727
Austin, Texas 78716-2727
512-327-0427

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