In 2015, my Dad was running a business in my hometown of Saint Louis, Missouri. He had been running this business for over two decades.
In late 2015, he received the news that he had an aggressive form of cancer, and only a few short months later he had sold his business and passed away.
He hadn't planned to sell his business. I saw firsthand the downsides of not having a plan.
Business exit planning is the plan he needed.
A business exit plan is only one part of financial planning for business owners, but it is an important part for those looking to exit their business today or in the future.
In this blog, we are going to look at everything you should consider to have a successful business exit plan.
Business Exit Planning
Business exit planning is for every business owner.
Why everyone?
Because just like death and taxes are a part of life so is exiting your business. At some point in time in the future, you will no longer run your business. Having a plan will give you clarity on running your business today and what an exit could look like in the future.
Here are a few questions we hope you get clarity on when creating a business exit plan.
Can I afford to sell my business?
Who are the best buyers for my business?
How do I maximize the value of my business?
Do I have the right people on my financial team?
How do I want my employees to be taken care of?
A succession plan is a way for you to answer all these questions on your terms. When you have a plan in place it allows you to minimize downside risk and avoid any surprises. There is no one-size-fits-all in a business exit plan, but I can tell you firsthand that not having one is not good.
After all, you have worked your entire life to grow your business. My first-hand experience is that you want to maximize it. Let's look at the components of a winning exit plan.
4 Keys to a Business Exit Plan
Who is going to buy my company?
What people should help me sell?
What is my business worth?
What is my ideal post-sale life?
1) Who is going to buy my company?
The first step in a successful exit is knowing who is going to buy your company. There is no right or wrong answer to who should buy your business, but there are many pros and cons. Understanding the pros and cons of each type of buyer is a key to success.
These are the three most common buyers of businesses.
Internal Sale
Private Equity
Strategic Buyer
Internal Sale:
An internal sale typically means you are selling to one of two people. The employees of your business or a family member outside of the business. When you are selling internally there are a few pros and cons that are helpful to review.
Pros:
Without outside capital in a business, it allows the new owner to focus on the business without any outside pressures. The focus can be on growing the businesses on your terms. Another pro is that it allows you to reward those employees who have been on the journey with you and helped create the success that you have today.
Cons:
An aggressive growth path is often more difficult when keeping the business internal. When you are spending profits that could be going into your pocket it makes growth decisions more difficult. This becomes even more evident when there is a new owner coming in. Lastly, the terms of these internal transactions typically favor the buyer. Often times they do not have tens of millions of dollars to hand you on day one.
Private Equity
There are many forms of private equity. Private equity often gets a bad rap, but the reality is it can provide significant benefits. Let's look at the pros and cons of private equity.
Pros:
When dealing with PE more often than not you are going to get a large check when the deal closes. PE firms raise money and have to go out and deploy that capital. Unlike an internal transaction with an earnout component often PE deals provide a healthy amount of the transaction price up front in a lump sum. Partnering with PE also comes with operational experience. They have the background and capital to help take your business to the next level.
Cons:
When you get a large lump sum this comes with giving up control. It can be challenging for business owners to no longer have full decision-making power in their business. The way a PE company is going to make money is by reselling it. This is important to remember because once you are PE controlled decisions will be made with the intent to sell your business again in the future. In some instances these decisions are made with a short-term mindset vs a long-term mindset.
Strategic Buyer:
A strategic buyer is a competitor in your space that is buying up the competition. When considering an acquisition of a strategic buyer there are many pros and cons.
Pros:
They are in your business. It is often easier to set clear guidelines for goals when the buyer is already working in your industry. There is also an opportunity for shared services. Shared services often create greater operational efficiencies which increases profit margins. This can be a win-win. If your strategic buyer isn't backed by PE you will also have the benefit of approaching decisions in the long-term vs the short-term.
Cons:
When you are looking to sell to a strategic buyer one of the glaring problems is they now know you are for sale. This can create all sorts of issues within the industry if the deal doesn't close. Another con to strategic acquirers is that you lose your independence. You go from flying your pirate flag to theirs. If independence is important to you this should be heavily weighed.
Each one of these buyers provides a unique value proposition. Selling to your family could maximize the legacy you leave. Your employees have provided tremendous value. How will you reward them? Private equity can maximize your financial outcome, but it may come at a cost. Strategic buyers could be a great way to get a second bite out of the apple. There is no one right buyer, but there are wrong buyers. Knowing your goals will help create a win-win for everyone involved.
2) Who is on your team?
When you are looking to create a business exit plan you need to know who is on your team. Your team needs to consist of experts in the space. Remember you may only get one shot at this. It is not the time to DIY. It is the time to find experts that can help you. Here are the people that need to be on your team.
M&A Attorney
Tax Professional
Sell Side Banker
Financial Planner
Let's unpack what each of these roles provides for you.
M&A Attorney:
Legal is going to be one of the most valuable members of your team. When you are going through a transaction you want to look for an attorney who specializes in M&A and has LEAD deals of your transaction size. There is a difference between helping with a transaction and leading a transaction. Get clear on what experience your M&A attorney has from the past. During the negotiation process with the buyer, they will be a key team member to help you navigate the complexities of the transaction.
Tax Professional:
This will likely be your largest tax bill. Having a tax expert will be the key to not leaving the government a tip. We recently had a business owner sell and they didn't have the right players on their team. This mistake cost them hundreds of thousands of dollars in taxes because of the way the deal was structured. Remember now is not the time to DIY. It is the time to surround yourself with experts.
Sell Side Banker:
If you plan to take your business to market having a sell-side banker is key to getting maximum value. Your banker is going to help you navigate who may be the best buyer for your goals. They can help you understand that there are multiple components to getting the ideal outcome for you.
Financial Planner:
The financial planner is there to put all the pieces together. Their role is going to be coordinating with the team and ensure you have the right team members on the bus. If we were an MLB baseball team think of yourself as the owner of the team and the financial planner as your GM. Not only will they manage the team but they will also help you decide the number you need.
You may have all, some, or none of these members on your team today. That is ok. The job of your team is to work together and help you find the right people for you. When you are building your deal team ensure that each member is holding each other accountable. Without teamwork, you can often find cracks in the armor.
3) What is your number?
Every exit plan needs a number. A key to making the right decision for you is knowing what that number is. Flying blind into these conversations without a number in mind will make the decision to sign on that dotted line even harder. Having a number can eliminate many of the emotions of feeling like you are getting a good deal.
The first step to determining your number is knowing what does it cost be you.
Often overlooked by business owners is the cost of being them. After years of running their business, you will typically find many personal expenses that have become business expenses. There is nothing wrong with this if you factor it in. If you haven't you could be in a hurt of trouble. Here are the questions I would consider during the exit planning process.
What does your lifestyle cost?
Will this lifestyle change after you exit?
How much of your personal life is funded by the business?
Whether your exit plan is for a $1,000,000 exit or a $100,000,000 exit you will have anxiety around your exit if you don't know the answer to these questions. Getting in front of your planning is the key to a stress-free transaction.
The second step for having your number is when you negotiate.
Any great negotiator will tell you the importance of having non-negotiables. By having a number it allows you to create terms to help you meet your goals. When you get into a transaction you will find that many acquirers are much more worried about the terms of the deal than they are the number in the contract.
Having your number allows you to make unemotional decisions in the negotiation process. Once you have determined the number you need it is time to think long and hard about what you want your life to look like after selling your business.
4) What is your ideal post-exit world?
Remember that you hold all the cards. You don't have to sell. This is why considering your ideal outcome in advance is key. Your ideal outcome is going to drive your decisions and your team's decisions. Clear direction will allow you to zero in on the right buyers.
Are you looking to fully exit the company?
Are you staying on board with the company?
Are you looking to partially exit the company?
Your ideal outcome can only happen if you have thought about these questions in advance. Remember time will kill your deal. If emotions are high and time is short that is not the time to make these types of decisions. Days of your life will be saved in this process by avoiding conversations with the wrong buyers.
Knowing what you want will allow you to better negotiate the terms of your deal. If you want to take a step back in the business you will probably want more money up front and less in the form of an earnout. In doing this you can expect to get a lower total value. If you want to grow the business aggressively and are willing to bet on yourself you will get a much higher valuation. Typically these deal structures come with large earnouts that only get paid if you succeed.
This goes to show there is no right or wrong way to approach your ideal post-exit world, but it will help you get a better outcome if you think about it in advance.
At Moment, we help clients create business exit plans. We want to take into account these four key areas in order to ensure you have confidence before, during, and after your exit.
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Our goal at Moment is to give you the tools to have a successful business exit. If you are an entrepreneur who is interested in succession planning, schedule a call, and talk with a Moment founder.
Get in Touch With An Advisor
Here are some answers to questions I received frequently about this topic.
Are you a fiduciary? Moment Private Wealth serves clients as a fiduciary 100% of the time.
How does Moment Private Wealth make money? We are only paid in one transparent way, by our clients. We receive no kickbacks or participate in any profit-sharing arrangements. Our fees are simple, transparent, and clear for our clients.
How are you different than other financial advisors? We are specialists in working with professional athletes and entrepreneurs. We limit the number of new clients we take on. This allows us to provide unparalleled value and highly personalized service to professional athletes. We work as a team to service our clients. We believe in building a team of “A” players. This ensures our clients receive world-class tax, estate, insurance, and investment strategies. We focus on educating first, then executing.
Where do you hold my investments and how can I see them? Moment Private Wealth uses Fidelity Investments as a third-party custodian for our client investment accounts. As a third-party custodian, Fidelity safeguards and provides reporting to you and the IRS each year. Clients can also access all financial information via the Moment Private Wealth Client Portal.
How do you work with other members of my team? We believe in the power of the team. For most of our clients, their team consists of Moment Private Wealth, an accountant, an attorney, a banker, and an insurance specialist. We help our clients build out their team of individuals or work with existing partners clients have. Our goal is to ensure every family has a team of experts to protect their interests.
*Moment Private Wealth offers information on tax and estate planning that is general in nature. Tax and Legal advice are not provided by Moment Private Wealth. Consult an attorney or tax professional regarding your specific legal or tax situation.