July 2014

In This Issue
10 Common M&A Mistakes to Avoid
Be Prepared to Ask & Answer Critical Questions
The Prepared Seller
10 Common M&A Mistakes to Avoid

An M&A deal is a complex, high stakes process that has many factors which can affect its success or failure. In this blog series I will describe ten common mistakes that we've seen...[Click here to read entire blog]
 
Important Points in Selling a Business
  
  • Make a firm decision about selling the company.
  • Decide upfront who is in charge of the sale.
  • Present pristine financials.
  • Communicate succinctly. 
  • Set time frames and milestones.
  • Partner with professionals.
  • Communicate with your bank.
  • Target companies that would perceive yours as valuable.
  • Openly recognize off-balance-sheet items.
  • Negotiate stay agreements with management.
  • Set up a war room.
  • Tell the acquirer what you would like in the letter of intent.
  • Be prepared to ask and answer critical questions.
  • Recognize deal breakers.
  • Be prepared to deal with due diligence.
  • No mulligans allowed. (A mulligan is a golf term for granting a second shot without a penalty.)
 
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Welcome to our July newsletter. In this issue we have several articles of interest for owners and executives who are thinking of selling their business. We also have the first in a new blog series, "10 Common M&A Mistakes to Avoid".

 

Austin Dale Group is an M&A advisory firm that specializes in technology companies. We welcome your inquiries and appreciate your referrals. 

rjd and jwa signatures 
John Austin & Bob Dale
512-327-0427

Be Prepared to Ask and Answer Critical Questions

 

There are three crucial questions business owners need to ask themselves when preparing to sell:

 

  1. What is the lowest acceptable price based on net after-tax and closing costs?
  2. What are the most lenient terms I am willing to offer as the seller?
  3. What will the severance packages be for key employees?


Once owners have decided on these items, they should have a dress rehearsal with their advisors regarding negotiation strategy and tactics.  Owners should decide which person among the seller's group will be the lead negotiator, how to rationalize the higher price, and what items are not negotiable.  Negotiations require various skills including careful listening, knowing when to caucus separately with the team, knowing how to make concessions slowly, and when to counter with requests.  Above all, the seller must predetermine the bottom price and the most lenient terms before the negotiations begin.


When Senator Ted Kennedy ran for president of the United States, he was being interviewed on national television by David Frost. Frost asked Kennedy, "Why do you want to become president of the United States?"  Kennedy stuttered and stammered his way through the response in a very unconvincing way.  His response was so lackluster that the campaign virtually ended there.  The moral of this story? A seller should be prepared to answer such critical questions, as:

 

  • Why do you want to sell the business?
  • How would a new owner grow the business?
  • What is the company's competitive advantage?

Selling your business is in many ways you, as the owner, selling yourself.  An owner can't be overly anxious and should be able to articulate how the acquirer can grow the company. 


The owner should be able to paint a bright picture of the company's future, but in doing so, also be careful not to dominate the conversation.  Anticipate the questions that will be asked by the acquirers, particularly the critical questions.


 
The Prepared Seller
  

There are plenty of reasons why businesses change hands, some unexpected, others that can be foreseen.  Given how often it happens, however, it is surprising how unprepared business owners can be.  Based on a survey of business owners of small private companies conducted by a leading CPA firm some years ago, 85 percent of the owners have no exit strategy.  Many companies are acquired serendipitously - by acquirers who happen to be in the right place at the right time. 


An Old but Great Story


Traditionally speaking, a seller should be rather coy and not too revealing of his or her ultimate intentions.  Cary Reich, author of The Life of Nelson Rockefeller, offers a good example:


"The modest unassuming and subservient John D. Rockefeller, Jr. was overly burdened with his father's obligations, but he surprised all as an astute negotiator.  When the indomitable J.P. Morgan was seeking the Rockefeller's Mesabi iron ore properties to complete his assemblage of what was to become U.S. Steel, it was Junior who went head-to-head with the financier.  'Well, what's your price?' Morgan demanded, to which Junior coolly replied, 'I think there must be some mistake.  I did not come here to sell.  I understand you wished to buy.' Morgan ended up with the properties, but at a steep cost."