Three Considerations Before You Sell Your Business

After spending years, if not decades, building your business through hard work, determination, and a little luck, what happens when you are ready to monetize your efforts by selling part or all of your business? Exiting the business you built from the ground up is often a bittersweet experience. Many business owners focus their efforts on growing their business and push planning for their eventual exit aside until it can’t be ignored any longer.  However, long before your eventual exit, you should begin planning for the day you will leave the business you built.

We suggest you consider these three things.

1. Have a Reasonable Expectation of Value

Many business owners have difficulty taking an objective view of the value of their company. In many cases, it becomes a highly emotional issue, which is certainly understandable considering that many business owners have spent most of their adult lives operating and growing their companies. Nevertheless, the development of reasonable pricing expectations is a vital starting point on the road to a successful transaction.

The development of pricing expectations for an external sale should consider how a potential acquirer would analyze your company. In developing offers, potential acquirers can (and do) use various methods to develop a reasonable purchase price. An acquirer will utilize historical performance data, along with expectations for the future, to develop a level of cash flow or earnings that is considered sustainable going forward. In most cases, this analysis will focus on earnings before interest, taxes, depreciation and amortization (EBITDA) or some other pre-interest cash flow. A multiple is applied to this sustainable cash flow to provide an indication of value for the company. Multiples are developed based on an assessment of the underlying risk and growth factors of the subject company.

Valuations and financial analysis for transactions encompass a refined and scenario-specific framework. The valuation process should enhance a buyer’s understanding of the cash flows and corresponding returns that result from purchasing or investing in a firm. For sellers or prospective sellers, valuations and exit scenarios can be modeled to assist in the decision to sell now or later and to assess the adequacy of deal consideration. Setting expectations and/or defining deal limitations are critical to good transaction discipline.

2. Consider the Tax Implications

When analyzing the net proceeds from a transaction, you must consider the potential tax implications.  From simple concepts such as ordinary income vs. capital gains and asset sales vs. stock sales, to more nuanced concepts such as depreciation recapture and purchase price allocation, there are almost unlimited issues that can come up related to the taxation of transaction proceeds.  The structure of your own corporate entity (C Corporation vs. tax-pass through entity) may have a material impact on the level of taxes owed from a potential transaction.

We recommend consulting with your outside accountant (or hiring a tax attorney) early in the process of investigating a transaction.  Only a tax specialist can provide the detailed advice that is needed regarding the tax implications of different transaction structures.  There could be strategies that can be implemented well in advance of a transaction to better position your business or business interest for an eventual transaction.

3. Have a Real Reason to Sell Your Business

Strategy is often discussed as something belonging exclusively to buyers in a transaction.  Not true.

Sellers need a strategy as well: what’s in it for you?  Sellers often feel like all they are getting is an accelerated payout of what they would have earned anyway while giving up their ownership.  In many cases, that’s exactly right!  Your Company, and the cash flow that creates value, transfers from seller to buyer when the ink dries on the purchase agreement.  Sellers give up something equally valuable in exchange for purchase consideration – that’s how it works.

As a consequence, sellers need a real reason – a non-financial strategic reason – to sell.  Maybe you are selling because you want or need to retire.  Maybe you are selling because you want to consolidate with a larger organization, or need to bring in a financial partner to diversify your own net worth and provide ownership transition to the next generation.  Whatever the case, you need a real reason to sell other than trading future compensation for a check.  The financial trade won’t be enough to sustain you through the twists and turns of a transaction.

The process of selling a business is typically one of the most important, and potentially complex, events in an individual’s life.  Important decisions such as this are best made after a thorough consideration of the entire situation.  Early planning can often be the difference between an efficient, controlled sales process and a rushed, chaotic process.

Mercer Capital provides transaction advisory services to a broad range of public and private companies and financial institutions.  We have assisted hundreds of companies with planning and executing potential transactions since Mercer Capital was founded in 1982.  Rather than pushing solely for the execution of any transaction, Mercer Capital positions itself as an advisor, encouraging the right decision to be made by its clients.

Our dedicated and responsive team is available to advise you through a transaction process, from initial planning and investigation through eventual execution.  To discuss your situation in confidence, give us a call.