Strategizing Business Succession: Embracing Perplexity and Burstiness

In the realm of business, the transition of ownership marks a pivotal event, often the largest financial transaction a business owner will encounter in their lifetime. The stakes are high, with a substantial portion of the owner’s net worth—usually exceeding 70%—tied up in their company.

To navigate this crucial phase successfully, meticulous preparation spanning two to five years becomes imperative. It entails enhancing business value, strategizing tax planning, optimizing market timing, and meticulously orchestrating the sale or transition process. Alas, many owners overlook this essential planning phase, leading to post-exit regrets, leaving significant wealth untapped.

A well-crafted and diligently prepared exit plan rests on five fundamental pillars, designed to empower the owner:

1.) Synchronizing the Owner’s Personal, Business, and Long-term Financial Goals

The definition of a successful exit varies from one business owner to another. As such, the initial step in any exit or succession plan is articulating and aligning the owner’s goals. This foundational exercise equips the owner and their advisors with a navigational compass to steer them proficiently towards a triumphant exit.

To embark on this journey, the owner must address the following key questions:

• Business Goals: What milestones does the owner wish their business to achieve before the exit?
• Personal Goals: When and how does the owner intend to exit—gradually or in one decisive event? Whom do they envision as the successor? What ambitions do they aspire to fulfill post-exit?
• Financial Goals: What are the long-term financial aspirations of the owner, and how much capital must the business generate to accomplish them?

Next, all goals must harmoniously converge. This critical step is essential because the timing and financial aspects of individual goals often diverge (e.g., an owner’s business goal may require five years to achieve $50MM in sales, while one of their personal goals is to exit within two years).

The key to alignment lies in prioritizing and adjusting flexible goals, be it in terms of timing or finances. Typically, long-term personal financial needs harbor limited flexibility and thus drive adjustments to other goals. The process may entail iterative refinement and necessitates concrete financial data to determine the required capital for the owner’s long-term financial needs and the business’s worth under various goal scenarios and hypothetical situations.

It is essential for owners to acknowledge the presence of external market influences beyond their control and imbue certain goals with a degree of flexibility when setting timelines.

2.) Equipping Business Owners with Comprehensive Succession and Exit Option Insights

Empowering business owners with a comprehensive understanding of their succession or exit possibilities is paramount to achieving their diverse business, personal, and financial objectives. A well-crafted exit plan thoroughly assesses all available options and carefully scrutinizes each one to identify the most optimal solution for the owner. This process is seamlessly integrated with the alignment of the owner’s goals, as previously elucidated.

Outlined below are the six major exit channels typically accessible to middle-market business owners. The timing of the exit, whether it occurs in a single event or gradually over time, can be strategically planned for each option. The selection of the appropriate exit channels for an owner hinges on their unique motivations and aspirations, as well as the underlying company’s characteristics, such as size, profitability, maturity, and outlook. Consequently, the range of available options may vary, tailored to suit the specific needs of each owner.

Exit Plan Options for Business Owners

External Exit Channels:

1. Financial Buyer: This option involves selling the business to a financial investor, offering the advantage of potentially obtaining the highest available value for the company. Additionally, it allows for the diversification of the family’s wealth.

2. Strategic Buyer (Vertical/Horizontal): Selling to a strategic buyer, either in a vertical or horizontal market, can be a favorable choice. It provides opportunities for synergies and greater post-sale financial and leadership resources.

Internal Exit Channels:

1. Recapitalization: Opting for recapitalization allows the owner to retain partial ownership while bringing in outside investors. This provides greater control over the legacy, timing, and terms of the business.

2. Family: Keeping the business within the family offers the advantage of maintaining a legacy and enjoying potential income and estate tax saving opportunities. However, it is essential to be aware that IRS and tax courts play a significant role in determining the value for family transfers.

3. Co-owner(s) or Management: Selling the business to co-owners or the current management team can be a smooth transition with limited due diligence and time required to close. Nonetheless, it may result in limited control over post-legacy value.

4. Employees (ESOP): Establishing an Employee Stock Ownership Plan (ESOP) allows employees to become partial or full owners of the company. While this option can boost employee motivation and loyalty, the value received by the owner is often less than the actual market value, and the financial resources of the buyers are usually limited.

Each exit option has its merits and drawbacks, and the choice of the most suitable channel depends on the owner’s unique motivations, goals, and the underlying company’s profile. Careful consideration and planning are essential to ensure a successful and rewarding transition for the business owner.

3.) Maximizing Business Value: A Practical Approach

To determine the value of a company, potential buyers assess various aspects of the business. To maximize this value, owners must adopt a buyer’s perspective and consider what buyers would expect in an acquisition. Unfortunately, discovering value differences often happens too late, leading to a decrease in the company’s sellable value without sufficient time to make corrections.

A sound exit plan should, therefore, evaluate the company from a buyer’s standpoint and identify opportunities to enhance its underlying value. Action plans can then be implemented to capture the full value before going to market.

However, assessing these opportunities can be challenging from an insider’s viewpoint, especially if the owner lacks experience in buying or selling companies. Seeking outside perspectives from individuals with merger and acquisition experience is highly recommended.

Additionally, owners can utilize a workbook titled “How To Assess and Influence The 53 Critical Factors Buyers Consider When Determining Your Company’s Value,” which I have created. This workbook includes a scoring framework to help owners efficiently evaluate, prioritize, and implement changes that enhance their company’s value. (Contact me for a copy of the workbook.)

An equally, if not more significant, opportunity to maximize value lies in identifying strategic value drivers. These are elements that not only reduce risk but also improve returns for potential buyers. In essence, value is subjective, and positioning the company to be most attractive to likely buyers can result in greater value above normal industry standards. A robust exit plan involves identifying the value drivers that buyers seek and aligning the company’s goals to prioritize the growth of these drivers.

Examples of Strategic Value Drivers (Partial List):

1. Specific Market Presence: Establishing a strong presence in a particular market segment can significantly enhance the company’s value.

2. Specific Customer Base: A loyal and diverse customer base adds to the attractiveness of the business to potential buyers.

3. Geographic Footprint: Having a well-established and strategically positioned geographic presence can be a valuable asset.

4. Market Share: A substantial market share indicates a competitive advantage and can positively impact the company’s value.

5. Technology or Licenses: Owning proprietary technology or essential licenses can be a crucial driver of strategic value.

6. Trademarks or Patents: Intellectual property protection through trademarks or patents can further elevate the company’s worth.

7. Niche Products or Services: Offering unique and sought-after niche products or services can set the business apart from competitors.

8. Advantageous Systems or Processes: Efficient and innovative systems and processes can contribute to the overall value of the company.

9. Sales Distribution Network: A well-structured sales distribution network can open up growth opportunities and enhance value.

10. Vendor Channels and Relationships: Strong relationships with reliable vendors can positively influence the company’s value.

11. Strategic Relationships: Collaborations and partnerships with key stakeholders can add significant value.

12. Reputation or Brands: A positive reputation and strong brand recognition contribute to the company’s overall worth.

13. Scalability of Your Products or Services: Demonstrating the potential for scalable offerings can attract prospective buyers.

14. Management Team or Skilled Workforce: A capable management team and skilled workforce are valuable assets.

Owners are advised to commence value-building initiatives two to five years in advance, as implementing enhancements may require time. By adopting this proactive approach, the owner can potentially create a more robust and efficiently operating company, even leading to a desire to remain actively engaged with the business for an extended period.

4.) Optimizing Tax Strategies for Enhanced Wealth Preservation

When it comes to selling a company, the value an owner ultimately realizes is a culmination of various factors, including the selling price, deal structure, terms, and the accompanying tax implications. Unfortunately, the impact of taxes often comes as a shock to many owners. Without careful advanced planning before exiting, substantial wealth can be left on the table.

A well-crafted exit plan addresses multiple tax-saving opportunities at different levels:

1. Company Entity Level
2. Personal Level
3. Estate Level
4. Transaction Level

At the transaction level, the deal’s structure can have a profound effect, leading to differences of up to 40% in net proceeds for the owner. It is imperative to conduct thorough thought and analysis before proceeding to the market to determine the most advantageous structure and deal strategy available for the owner.

By strategically addressing and minimizing income and estate taxes, business owners can significantly enhance their wealth preservation, making the most of the proceeds from the sale of their company. Proactive planning is the key to ensuring that owners retain a larger portion of their well-deserved financial rewards.

5.) Unlocking the Full Market Potential for Your Business

For owners opting for an external transfer channel, a key pillar of a strong exit plan comprises three essential components.

1. Sell-Side Due Diligence:

Conducting a comprehensive review akin to that of a prospective buyer, and meticulously organizing the associated documentation, sets the stage for a successful transaction. By having all the necessary information readily available in an online data room, several benefits are realized.

Firstly, it expedites the buyer’s due diligence process, mitigating confidentiality concerns, reducing operational disruptions, and ensuring a smoother and quicker deal closure. Secondly, and perhaps most crucially, it safeguards against unexpected issues surfacing during due diligence that could jeopardize the deal.

By proactively addressing any potential red flags, sellers retain control and negotiation power, setting the stage for a favorable outcome.

2. Market Timing:

As seasoned business owners understand, timing plays a pivotal role in achieving maximum ownership value. The alignment of critical market, company, personal, and tax elements is paramount. Market conditions, industry cycles, and market segments are dynamic and ever-changing, factors beyond an owner’s control.

An effective exit plan seeks to complete all value-enhancing measures, tax planning, individual wealth planning, and preparations well in advance. This positions the owner to be agile and ready to seize market opportunities when they arise, optimizing the business’s market potential.

A well-crafted exit plan instills confidence and preparedness, empowering owners to capitalize on the optimal windows of opportunities, ensuring a successful and lucrative transition. By proactively addressing challenges and leveraging market conditions, owners can unlock the full potential of what the market is willing to pay for their business.

Competing Buyers: Creating a Competitive Market for Your Company

Experienced merger and acquisition professionals often emphasize the importance of having multiple buyers. As part of an exit plan, owners should develop an ideal buyer profile and start compiling a list of potential buyers that align with the profile. This list should include both financial and strategic buyers, with candidates typically identified during the strategic value drivers process explained earlier.

There are two primary approaches available to middle-market companies for selling their business: the negotiated sale and the controlled auction.

1. Negotiated Sale:

In a negotiated sale, the seller conducts limited marketing of the company and directly reaches out to a select group of potential buyers. Interested buyers are approached on a first come, first served basis, and negotiations are conducted individually to secure the best deal possible.

2. Controlled Auction:

The controlled auction process involves a broader marketing approach with a formal and structured procedure. It begins with sending a Teaser to a large list of potential buyers, followed by an Offering Memorandum detailing the company for interested parties, along with a deadline for bid submissions. Based on the qualifying bids, the seller invites a handful of buyers for face-to-face meetings, providing an opportunity for mutual assessment. After the meetings, buyers are given a deadline to submit final offers, and the seller selects the best purchase offer.

The controlled auction method is particularly effective in creating a competitive environment among buyers, but it requires substantial resources and may not be suitable for all companies. It is best suited for businesses with at least $1 million in EBITDA or those with sought-after intellectual property or other synergies.

By strategically selecting the most appropriate approach, owners can foster a competitive market for their company, increasing the likelihood of securing the best deal possible during the exit process.