March 2008

Cashing In!

                                                        Douglas Group


What To Do When Buyers Call


Every business owner is approached from time to time by would-be buyers who express interest in courting you for acquisition.  The way you handle those early forays can make a huge difference in the likelihood of a successful and lucrative sale.  Even if you have no interest in sale today, you can use these early probes to learn much about your market place, who buyers are, and what elements of value in your company will create the most sparkle-the most dynamic competition for your company on the day you decide that it's time to sell.

Screen & Identify the Nature of the Call

First of all, realize that 75% or more of the approaches you may get from would-be buyers will in reality be approaches from intermediaries, seeking to represent buyers who might acquire you.  Early stage discussions can quickly allow you to screen and identify the nature of the caller.  Ask directly in the first conversation:
·    Are they an intermediary who represents buyers
·    An intermediary wishing to represent you in sale
·    Are they a part of an equity fund, or
·    Are they a strategic corporate buyer who thinks they
     may have interest in your company? 

Let's consider the last two categories of inquirers first.  If the caller is an employee of a potential purchaser, get a pencil, take notes and ask questions that will help you understand their interest as possible buyers.  Even at these earliest stages, begin the conversation by:
·    Clarifying that you expect the conversation to be
     entirely confidential.
·    Tell the buyer that you are not currently being held
      for sale, but that you always have interest in
      being alert to opportunities.
·    Tell them you need a bit of background to even
     decide whether it's worth taking further. 

Then specifically, ask the following:
·    Why do they think the company might fit their
     acquisition interests.
·    If they are a strategic corporate buyer, do they know
     what you do, and seek to own that capability?
·    If an equity fund is calling, what size acquisitions do
     they target?
·    What other companies do they own, or have they
     owned in the past, that may be similar, and how
     have those companies performed for them?
·    What percent do they buy, with the acquisitions they
     do? (Do they buy 100%, or do they require sellers to
    continue to hold a percentage of the company?)

For any buyer, always ask:
·    What profitability (pretax profits as a % of sales) do
     they think is good?
·    What growth rate do they think of as respectable
     and desirable?  (Then we get to the really
     interesting questions!).
·    How do they typically price acquisition targets?


Obtain Info on Potential Pricing Models

Most buyers have a pre-set concept of likely pricing based on a multiple of pretax cash flow they may pay.  A good job of handling this conversation can elicit a range of possible values they may set.  The best buyers will be proud to tell you that they sometimes pay a strong multiple - perhaps a 6 - 7 multiple.   The ones who are eager to tell you that they don't pay the most are probably not likely to be very aggressive in pricing.  Half or more will duck the question entirely.  (They don't want to lose your interest by quoting a conservative pricing model, and yet they are afraid of quoting you an aggressive model, because it may "cost" them by getting your expectations too high.)  Even if you can't get this last and most valuable bit of information, you still have gained good foundational info - and later when you are ready, a hired intermediary can probably learn more for you, by pre-screening before next stage conversations.  (Buyers will tell an outside intermediary more, especially when they realize that without such info, they may never even get to "look".)

Do They Have a Buyer in Mind?

If the caller says they represent buyers, ask who they are representing in this call to you.  If they won't tell you, they probably don't have anyone yet in mind.  (You do not want these people to go out casually "shopping" buyers for you.  They will be careless about confidentiality and sloppy in what they tell about your company.)  If they do have a specific buyer, ask why they think this buyer is a fit.  Then, ask the same questions you would have asked of the buyer directly.  If they can answer well, keep their info at hand, to call them back when you may have interest. 

What about the buyer who does sound like a good fit, and who you think you'd like to talk with further?  Before you tell them almost anything about your company, have them sign a written confidentiality agreement. 


Bring in a Seller Representative

If you know of a good seller representative that you like and trust, bring them in immediately.  They can give you important and valuable help in presenting info attractively, desirably, and correctly to the buyer from the start.  It can greatly increase your chances for success.  You will also have far fewer calls into your place of business if you have someone offsite to handle next-stage contacts.  Even if you start off by paying a flat hourly rate at $300 - $500 per hour for this it can be worth millions to you in the end, with a more handsomely priced acquisition.

Gather strong information and  file it for the day that you seriously want to consider sale.   It will pay off!

Issue 2
In This Issue
What To Do When Buyers Call
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* How Competition Increases
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* The Family Business -
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* The Secret Benefit of the
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We've created this newsletter to share timely and relevant industry expertise on buying and selling businesses. Here we share stories, anecdotes, and expertise in the world of business sales; also
known as mergers and acquisitions. We can also provide other educational resources such as webinars, audio CDs, industry books, and possible consultations.  We're always eager for and appreciative of any suggestions or feedback you may have. Thanks for reading. We would enjoy hearing from you.

The Douglas Group
314.991.5150

www.douglasgroup.net

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