Step Zero: Preparation

Planning a successful business exit doesn’t begin on the day an owner decides to sell. Rather, owners should consider their life and business goals years before their planned departure to shape their business and exit strategy.

Knowing your personal goals ahead of time will drive the entire exit strategy when you do decide to make the leap. Do you want to retire and stop working completely? Do you want to stay and work in a different capacity, with less equity risk on the table?

Consider what you personally want from the exit before starting the discussion with an investment banker. Providing this context will help to find potential buyers or investors that align with your goals and negotiate a deal that fits the life you want after the exit.

On a more general note, the years leading up to that point are an excellent time to educate yourself on the exit process overall. Planning a successful business exit is not the sort of task you want to take on alone and building your deal team is a crucial part of reaching your goals. Understanding the process can help you achieve the results you’re hoping for.

Step One: Getting Started

At some point, you have to make the actual decision to sell your business.

But before you jump into action, take a critical look at your reasoning. Was this a spontaneous emotional decision resulting from a challenging year, or was this on your mind for the last five or so years? Answering these questions could mark the dividing line between failure and success.

Conduct a thorough business assessment, including its financial performance, market position, and growth potential. This will help identify areas that need strengthening before the business sale. You may have to restructure your business or make adjustments based on the goals set.

After gathering the data, pinpoint potential gaps and pitfalls, then address those issues upfront. Take steps to improve the business’s financial performance and make it more attractive to potential buyers. This can include reducing debt, increasing revenue, and improving operational efficiency.

Build Your Deal Team

Selling a business can be incredibly complex; it goes beyond simply settling on a purchase price. It involves an elaborate framework of legal agreements, extensive due diligence, and tax planning.

Once you’ve decided to sell, it’s time to build a robust deal team to help you negotiate a good deal and account for all legal and tax implications.

You’ll still need to be involved at every stage, but having experts to lean on will give you the expertise and support you need to be well-informed about your decisions.

Your team should comprise of:

1. Company Leadership Team:  While you build a team of transaction advisors, don’t forget about the team you already have. This is a group of three to five executives who run the business on a day-to-day basis and are excited to see this deal through. They can provide valuable insight into company operations and help take part in the conversations.

2. Investment Banker:  A good investment banker is essentially the quarterback of a business exit strategy. They’ll be your go-to partner during every step of the deal, from helping craft a brand story that will attract buyers to negotiating the best terms for the deal. They can also partner with other members of your deal team to ensure you’re getting the best solution.

3. Legal Counsel:  Legal documentation will be a major part of the transaction; thus, legal counsel is mandatory. A good lawyer will help minimize the risks associated with the value or proceeds you receive. Although the true value of a legal counsel will emerge at the end of the process, it is good to engage one along every step. When thinking of legal counsel, think of documentation such as employment agreements, disclosure schedules, non-compete agreements, and indemnity insurance.

4. Accounting Experts:  Accounting professionals are there to ensure your tax structures and balance sheet are in check. They can confirm that the information conveyed outside the purchase price reflects your true intentions and goals.

5. Wealth Management Advisors:  Your business is a form of investment, and selling it is a major financial decision. Having wealth management, family planning, or estate planning professionals on hand is crucial for making that transition and reinvesting your wealth elsewhere. Especially if you’re considering retirement, you want to make the most of the money you’ve worked for.

Step 2: Finding a Buyer

Once your business is in order, your investment banker can start the search for buyers and investors who might be interested. The investment banker will provide them with the information you’ve prepared about the business, then get the potential purchasers to say what they think the business is worth. This stage generally takes 2-3 months.

Even though your investment banker will be the one searching for and vetting buyers, this is an emotional time for the business owner. It can be nerve-wracking – a bit like waiting to see if anyone will ask you to the 8th-grade dance. What if no one shows up? What if no one’s interested?

Once your investment banker pinpoints the select group of serious buyers, be willing to step back and see whether these parties make sense for you. Are these groups offering transaction structures, valuations and the cultural fit that hit your priorities and objectives?

It’s also wise to engage your wealth advisor at this stage to understand what financial outcome you need to hit to accomplish your post-exit financial and life goals, and run different scenarios based on the valuations.

Step 3: Establishing the Selling Framework

After you find a preferred buyer, the final stage of the process generally lasts another 2-3 months. This part involves due diligence, negotiating legal agreements, and organizing the closing of the transaction.

Working out a deal to sell your business is more involved than settling on a purchase price. It’s not uncommon to feel overwhelmed since selling a business involves so many complex steps you’ve never thought of before.

There are a lot of mechanics involved in this step, so your team will come together to work out the complex framework of details. Accounting and legal will get involved to sort out tax implications, disclosure schedules, and various other documents and negotiations.

Throughout it all, your investment banker will be by your side to guide all of the parties working through the transaction.

Transaction Structures

There are numerous ways to structure the transaction, which will be part of the negotiation process.

For most sellers, all-cash on the purchase is the ideal situation.

Some buyers prefer earnouts to minimize their risk after a purchase, but these can also be a material risk for sellers. When you sell the business and give up control, it often impacts your ability to drive success post-transaction.

There are also deals where the seller agrees to retain a portion of ownership after the sale. This is referred to as rollover equity. The seller still gets a meaningful amount of cash at closing, but retains an agreed-upon percentage of the company so they can directly be involved in its future growth and success.

Final Thoughts

When planning a business exit strategy, every deal tends to be unique. It’s best to think of it as a journey. There will be ups and downs, but with the right preparation, deal team, and mindset, it can be a meaningful journey that will help you untap your potential for wealth and success.

This article was contributed by Kevin DeSanto, Managing Director and Co-founder at KippsDeSanto.

*Investment Banking products and services are offered through KippsDeSanto & Co., a non-bank subsidiary of Capital One, N.A., a wholly-owned subsidiary of Capital One Financial Corporation, and a member of FINRA and SIPC. Products and services are Not FDIC insured, Not Bank Guaranteed, May Lose Value, Not a Deposit, and Not Insured by Any Federal Government Agency.