As a Merger and Acquisition advisor I am often asked, “Who will buy my business?” As a rule, they fall into two primary generic categories and then several additional categories.
- A strategic buyer is typically an operating company that usually is competing in the product line or service sector you are in. You would often consider them a competitor, supplier and perhaps even a customer of your company. Bottom line is they usually have strong knowledge of your industry. They are usually looking for synergies or additions.
Strategic buyers don’t always need your management team, facilities, or back room services. They often bring their own capabilities to the table. Their goal is usually one of integration to their existing systems. They tend to be all or nothing in the acquisition meaning they will typically buy only a 100% of the company.
- Financials buyers are typically looking for a return on investment. They are not necessarily industry oriented. In fact, they are often industry agnostic. They are usually looking for a stand-alone entity that they can add systems and build on. These financial engineers often use leverage to structure their transactions and place an emphasis on the company’s cash generating capabilities to service debt.
Often they buy additional companies to gain market share, mimicking a strategic buyer, and increase their return when they exist the investment. They are not operators and often want to get behind a management team to protect the operational viability of their investment.
- An ESOP (Employee Stock Ownership Plan) is used to provide a market for the shares of a departing owner of a profitable, closely held company. The Company sets up a trust fund for their employees and contributes either cash to buy company stock, contributes shares directly to the plan, or have the plan borrow money to buy shares. There are usually favorable tax consequences to an ESOP benefitting both the owner exiting and for the company continuing forward.
Interestingly, there is a lot of anecdotal evidence that empowering your people often causes better performance of the company accelerating growth and earnings. You should consider an ESOP, when you want your company to continue through your people. When you want your employees to have a long term stake in the company. With an ESOP you can sell any portion of the company you want and even in certain instances retain control.
- Sponsor your management team. Consider an MBO, a management lead buyout. If your team is capable and has the in house expertise to run your company, they are a terrific option for selling some or all of your company. The financial community likes nothing better than getting behind a team with a plan.
While traditional bank financing or debt can occasionally be difficult to obtain, private equity groups and seller financing can often bridge the gap and facilitate this form of transition.
- Generational transition- I have had the privilege to represent company’s transitioning, by passing the company on to the next generation. They can be the perfect vehicle for continued legacy transition.
However, just because you were born into a business does not make you the best qualified to run it. The most common mistake I see in this form of transition is not treating the next generation as a true buyer for the company. In my opinion there should be an investment into company with the next generation buying their way into the family business.
There are many ways to transition your company when the time to sell occurs. The next few episodes we will dig deeper into what these types of transitions look like and at their individual characteristics.
Sponsored in part by:
George Walden is a Managing Director and Principal in Corporate Finance Associates’ Houston office with twenty-five years experience as a middle-market investment banker. George is a member of CFA’s equipment industry practice group and an expert in the precision machining industry with special emphasis on manual machining, CNC precision machining, and gun drilling services and has been responsible for several industry-leading transactions. You can learn more about George HERE.