5 Core Tenets of Exit Planning
Takeaway: Business owners: prepare for the single largest financial transaction in your lifetime.
The succession or exit by a business owner is usually the single largest financial transaction in their lifetime with a lot at risk as typically a majority of an owner’s net worth is tied up in their company (normally greater than 70%). Accordingly, an owner needs to prepare and begin two to five years prior as business value enhancements, tax planning, market timing and the sale or transition process all need to be strategically mapped out, implemented and aligned. Unfortunately, owners typically skip this planning phase resulting in post-exit remorse with significant wealth left on the table.
A true and properly prepared exit plan offers the following five core tenets for an owner:
1. Aligning an owner’s personal, business, and individual long-term financial goals
Determining the success or failure of an owner’s exit is defined and measured differently by every business owner. Accordingly, the first step of any exit or succession plan should always be the articulation and alignment of an owner’s goals. This exercise creates the necessary foundation of the plan and equips the owner and his or her advisors with a compass to proficiently navigate a successful exit.
To begin, an owner needs to answer the following goal questions:
• Business goals – What do you want your business to accomplish prior to your exit?
• Personal goals – When do you want to exit? How do you want to exit – over time or in one event? Who do you want to exit to? What do you want to accomplish as part of your eventual exit?
• Financial goals – What are your long-term personal financial needs and what is the amount you need from your business to accomplish?
The next step is to reconcile all the goals into alignment. This is necessary because typically the timing and or the financial aspects of each of the individual goals do not match with one another (i.e., if an owner’s business goal prior to exiting is reaching $50MM in sales which will take five years but one of the owner’s personal goals is to exit the company within the next two years). The key to reconciling all the goals into alignment is to prioritize and adjust those goals that are flexible, either from a timing or financial standpoint. Typically long-term personal financial needs have limited flexibility and this usually drives adjustment to the other goals. This is often an iterative process and requires sound financial data including the amount required to meet your personal long-term financial needs and the amount your ownership is worth under your goal scenarios and other what-if scenarios. When completing this process, owners need to be aware there are outside market influences they have no control over and the timing aspect of certain goals should be set with some flexibility.
2. Empowering an owner with an in depth knowledge of all their succession or exit options
In order to satisfy an owner’s business, personal and financial goals, a sound exit plan evaluates all the options and alternatives and vets each to determine the optimal solution for the owner. This process is normally completed in conjunction with the reconciliation of an owner’s goals process as just explained above. As presented below, there are typically six major exit channels available to middle market business owners with the timing on how an owner exits (in one event or over time) available for each option with advance planning. Determining the availability of the different exit channels for an owner is dependent upon the motivations and goals of the owner and on the underlying company’s profile (size, profitability, maturity, outlook, etc.). Thus, the breadth or narrowness of options will vary by owner.
External Exit Channels
• Financial buyer
• Strategic buyer (vertical/horizontal) Internal Exit Channels
• Recapitalization
• Family
• Co-owner(s) or Management
• Employees (ESOP)
Pros
• Generally highest available value
• Diversification of family’s wealth
• Post-sell financial and leadership resources Pros
• Greater control over legacy, timing and terms
• Income and estate tax saving opportunities
• Limited due diligence and time required to close
Cons
• Time and cost of marketing, due diligence and closing transaction
• Limited control over post-legacy value Cons
• CRA and tax courts are value authority for family and ESOP transfers
• Value received often less than actual market value
• Buyer’s financial resources usually limited
3. Maximizing the fundamental or underlying value of the business
Buyers look at numerous aspects of a company to determine value. To maximize value, owners must be able to view their company from a buyer’s perspective…what would you expect or look for if you were doing an acquisition? Often times, discovering the value differences occurs too late, reducing the company’s sellable value with a lack of ample time to correct.
Thus, a sound exit plan should evaluate the company from a buyer’s perspective and identify opportunities to increase the underlying company’s value and implement action plans to capture the full value prior to going to market. Assessing the opportunities is often hard to do from an insider’s perspective and especially so if an owner doesn’t have experience with buying or selling companies.
In line with maximizing the fundamental value of a business is an equal if not greater opportunity to maximize the value by identifying strategic value drivers. Strategic value drivers are elements that both reduce risk and improve returns for buyers. In practical terms, value is in the proverbial eye of the beholder and greater value is available over normal industry standards if an owner can position their company to make it the most attractive to likely buyers. This is accomplished as part of a sound exit plan by identifying the value drivers that buyers are seeking and ensure the goals of the company are focused on growing these drives.
Examples of strategic value drivers (partial list):
• Specific market presence
• Specific customer base
• Geographic footprint
• Market share
• Technology or licenses
• Trademarks or patents
• Niche products or services
• Advantageous systems or processes
• Sales distribution network
• Vendor channels and relationships
• Strategic relationships
• Reputation or brands
• Scalability of your products or services
• Management team or skilled workforce
Owners should start working on the value building processes two to five years in advance as implementation of enhancements take time with the worst case scenario being that an owner has created a stronger and smoother running company and would like to stay engaged with the business longer.
4. Eliminating, minimizing or deferring income and estate taxes
The actual value realized by an owner is always less than the company’s selling price; it is the culmination of the price, structure, terms and the corresponding tax consequences of the sale. The amount of the tax component continues to shock owners. Without advanced planning prior to exiting, owners will leave significant wealth on the table. There are multiple tax saving opportunities a good exit plan addresses.
• Company entity level
• Personal level
• Estate level
• Transaction level
At the transaction level, the structure of the deal can mean a difference of up to 20% in net proceeds for an owner and so thought and analysis need to be completed prior to going to market to determine the best structure and deal strategy available for the owner.
5. Maximize what the market is willing to pay for the business.
The last core tenet of a good exit plan is for those owners that have elected an external transfer channel (which is typically 80% to 90% of all owners) and it consists of four components.
Sell side due diligence – this is a process of conducting the same intensive review as a buyer would and compiling and organizing the associated documentation so it is ready for the buyer (typically in an online data room). Sell side due diligence provides owners two benefits. First it expedites the actual due diligence a buyer will conduct which helps prevent confidentiality issues, minimizes operating distractions, helps assure the deal will close, and just gets the deal closed sooner. Secondly, and more importantly, it prevents the deal from going sideways or getting cancelled all together. Too often the skeletons come out of the closet during due diligence and if the seller isn’t aware or hasn’t made the buyer aware of these skeletons then it positions the buyer with instant negotiating leverage. By conducting due diligence prior to going to market, issues that would otherwise slow or kill the sale are identified upfront so that corrective measures can be implemented.
Market timing – As all business owners know, timing is everything. In order to realize and maximize ownership value, all of the critical market, company, personal, and tax elements must be aligned. This is a dynamic process with the critical market elements outside an owner’s control. The windows of sale opportunities open and close based on economic conditions and the cycles of industries and market segments. For that reason, the goal of a good exit plan is to complete all the value enhancements, tax planning, individual wealth planning, preparedness, etc. so the owner is in a state of readiness and agility – equipped to capitalize on the market windows of opportunities as they present themselves.
Competing buyers As part of an exit plan, owners should create an ideal buyer profile and begin compiling a list of potential buyers that match the profile. The list should contain both financial and strategic buyers with candidates typically pre-indentified as part of the strategic value drivers process explained earlier.
The chosen sale/marketing approach can also create a competitive market for a company. There are two basic approaches available to middle market companies; a negotiated sale and a controlled auction. In simplified terms, the negotiated sale is where the seller performs limited marketing of the company and directly solicits interest from a few known potential buyers. The seller talks with each interested buyer on a first come, first served basis and attempts to negotiate the best deal. The controlled auction process casts a much wider net in its marketing process and follows a much more formal and structured process. The process begins with sending a Teaser to a large list of potential interested buyers followed by an Offering Memorandum detailing the company for those interested with a deadline to submit bids. Based on the qualifying bids, the seller invites a handful of buyers for face-to-face meetings touring the company and providing an opportunity to vet each other. After the visit, buyers have a deadline to submit final offers to purchase and the best purchase offer is chosen by the seller. The controlled auction is the preferred method to create the competing buyers environment but it is an intensive and costly process and isn’t appropriate for all companies. It works best for companies with at least $1MM in EBITDA or certain sought out intellectual property or other synergies.
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