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April 15, 2010

When & How should you tell your employees you’re thinking of selling?

I was giving a speech yesterday in Mississauga and a business owner asked me when he should tell his employees that he is considering selling his business. His question triggered memories I would rather have forgotten.

My advisors told me I would need to notify my managers early so that I could present a management team to prospective buyers. In my case, I told two key managers and they agreed to help me sell the business. The conversations were tricky. On one hand, my managers were relatively young and ambitious and looked forward to the  chance to work for a more professional company  On the other hand, they were smart enough to know the integration of one company into the next would get messy.

I waited until the deal closed before telling everyone else on my team.

Telling your employees that you intend to sell your business one day is an intensely personal decision. Some argue you should share equity with all of your employees from the start and make it clear you intend to build, flip and share the spoils widely. Others argue you should hold your cards close and not tell anyone you’re planning to sell until the last possible moment. This ensures customers and employees don’t get spooked, but requires a degree of duplicity many are uncomfortable with.

I opted for a Machiavellian hybrid: telling my managers and hiding it from everyone else.

When I finally revealed to my employees that the company had been sold, I felt like a fraud.  For years I had been minimizing salary increases, scrutinizing expense claims and preaching thrift to my employees insisting they put the company’s needs ahead of their own and I was doing the exact opposite.

In the end, my hybrid model worked. I was able to merchandise a management team to potential acquirers without the distraction of having an entire company worried about their jobs. It would have been more honest to be truthful with everyone but perhaps less successful.

I hate it when effectiveness is the enemy of honesty.

Have you shared your long-term exit plans with your employees? Do they know you’re considering your options? If so, how have you kept them engaged and loyal in the face of upcoming upheaval? If not, when and how will you tell them? Please share you comments below.

If you want to tell your management team and need a carrot to energize them about helping you sell your business, you can use a Long Term Incentive Plan.

Here are four new articles about creating a business you could sell. I hope there is a nugget or two in there you will find helpful.

Did last year drag your company’s value down?

~ published April 6, 2010 The Globe and Mail

I had coffee with a business owner who wanted to know what kind of multiple he could get for his business.

He owns an ad agency and he had heard that marketing services businesses are going for between “four and five times,” by which he meant four to five times earnings before interest, taxes, depreciation and amortization (EBITDA).

The key question is, four or fives times what? Most business owners focus on the multiplier and spend less time on what they are multiplying. Some buyers will calculate their valuation by taking your last complete year and applying their multiple to your reported pre-tax earnings. Others will take a blend of your earnings from the past three years.  » more

Supercuts versus Tony the superstylist

~ published April 7, 2010 The Globe and Mail

I discovered Tony when I stumbled into his hair salon in downtown Toronto one day, running late for a meeting, and asked for a quick trim. Tony obliged and he had me out the door 15 minutes later, cleaned up and $28 poorer.

I thought $28 for a haircut was a lot, but I liked Tony, and I assumed he had some considerable expenses given his location in downtown Toronto. His salon was right across the street from my office, so I went back to see Tony a month later.

Every time I returned, Tony welcomed me by name and ushered me to his chair with an easy smile. I became loyal to Tony and went back every five weeks or so for 10 years. Sometimes I would call for an appointment on Tony’s day off and be offered another hairstylist, but I usually waited, preferring Tony’s easy banter about life back in Italy and his low-key demeanour. » more

Appraise a company long before sale

~ published April 8, 2010 The Globe and Mail

Do you know what your business is worth?

I used to collect hockey cards: Guy Lafleur, Darryl Sittler, Tony Esposito, Wayne Gretzky in his rookie year — I had all of the biggies for a kid growing up in the late 1970s.

As time went on, I kept them in perfect condition nestled under the clothes in my dresser drawer. Since then, I’ve lived in eight different places, travelled, married and had kids, and those hockey cards are still with me. I’ve always wondered what they might be worth, yet I have never had them appraised. » more

Top 5 Mistakes Business Owners Make When Trying to Sell Their Companies

~ published April 5, 2010 About.com

John Warrillow, the author of Built To Sell: Turn Your Business Into One You Can Sell, knows about selling businesses: He has started and exited four companies. His new book is a compact and essential guide to anyone who plans to sell their business. Suggestion: buy the book a couple of years before you plan to sell, because you have a lot more work to do than you realize.

Warrillow put together this handy tip sheet on the top five mistakes to avoid when trying to sell your business.

1. Thinking the acquirer will help you hit your earn out

When you get an offer to buy your business, there will likely be some money paid at closing and a second tranche of cash paid if you hit certain milestones in the future. Most professional acquirers will want you to accept some or all of your proceeds in an earn out and will make a strong case for all of the resources they will give you to help you hit your numbers. After your deal closes, you may be disappointed by the level of support the acquiring company offers to help you hit your nut.

2. Thinking a term sheet is a binding offer

When you get an offer to buy your business, it will likely be a non-binding letter of intent or term sheet. In return for signing it back, you typically have to give the potential buyer exclusivity to do their due diligence. Diligence often uncovers things that makes the buyer uncomfortable and triggers them to drop the price they are offering you or to walk altogether. When you get an offer, avoid taking the check to the bank in your mind — there are still many things that could derail your deal.

3. Not creating competition for your business

Anyone who has sold a house knows you get the best price when you get a bidding war going for your home. The same is true when selling a business. The key is to get multiple offers for your business and the best way to get more than one offer is to hire an M&A firm to represent you in the deal. Their job is to create competitive tension for your business by getting more than one buyer to make an offer and running a professional sale process.

4. Running little luxuries through your business

Most business owners run some expenses through their company that could arguably be called perks (fancy hotel rooms, expensive meals, a nice car). Strip these luxuries out of your business before you put your company on the market as each expense will be magnified when you close a deal. For example, if you hope to get five times pre-tax profit for your business and you run a $4 coffee through your company, that coffee will end up costing you $20 ($4 x 5= $20) in lost proceeds from the sale of your business.

5. Getting lawyers to do your dirty work

Some owners try to hide behind their lawyer asking them to pound the table for better deal terms. Using your lawyer as a foil can often create a distrustful relationship with a buyer and may make some buyers walk altogether. Instead, take a page out of Warren Buffet’s playbook and write down the deal terms in plain English and come to an agreement before ushering in the lawyers.

  • John -

    The posting on “When & How should you tell your employees you’re thinking of selling?” is interesting and a great question.

    Deciding who in your firm you inform is a very personal decision that will impact the lives of everyone involved. My advice is that you tell your senior management team and that despite all the temptations, you hold off on communicating the news to your entire company. I have more details on my how I reached my conclusion at http://bit.ly/aAmbsJ.

    Mike
    twitter: @axialmarket

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