Regard d'experts

Selling a business: why engaging an M&A sell-side advisor adds value

‘It is universally acknowledged that when selling a house, one needs to run an auction process to maximise the price. However, selling a business is a different kettle of fish entirely.’ Says Andreas Plattner, Managing Partner at Mirabaud Advisors.

Putting in an offer on a property effectively means entering the auction process. The difference between what the seller can achieve from such an auction in comparison to a sale to one of few buyers should exceed the agent/broker fee by a large margin.   

With the help of new platforms, it is possible to sell a house without an agent at a competitive price if the seller has enough time and knowledge of the process.

However, selling a business is a different kettle of fish entirely.  It can be done, but the outcome of a well-run sales process is dependent on a number of features that are almost impossible to replicate without the help of an experienced advisor. Below we will outline some of the key features an advisor provides.

Challenging the goals for the transaction and seller expectations

Sellers typically have firm expectations in terms of valuation. They may have gathered information and done some research on what to expect from ‘reliable’ sources prior to the sales process. Unsurprisingly, Google often turns out to be this ‘reliable’ source! What Google cannot do is take into account the nuances of factors such as size, buyer universe or regional reach when building the seller’s expectations. While sellers may not always overestimate the value of their business, they may not always be aware often of what the real value drivers are and how they need to be dealt with during the sales process. An advisor will provide a seller with clarity and realism on how to quantify the value drivers to maximise the outcome of the deal.

Identifying buyers the sellers might not know

A key feature of a strong auction process is the right buyer universe. Not too small, not too big and a good mix of strategic and financial buyers. If the universe is too small, there will be a lack of dynamism within the auction. If it is too large, this can cause the process to become chaotic and result in delays which could be detrimental to the outcome. In particular, the universe of potential Private Equity (PE) buyers has expanded enormously in the last decade and it is impossible to address all of them. An experienced advisor will know the agenda and strategies of the relevant PE buyers inside out and can provide a relevant selection to ensure the process runs smoothly and professionally.

Speed of execution and a competitive sales process

The ultimate goal of an advisor is to close the transaction and to achieve the best outcome for the client. Two factors are crucial for such a goal: keep up the speed of the deal and ensure there is an auction dynamic which leads to bidders overpaying for the asset. Preparing and running an international sales process requires a large amount of stamina, even more so as most owners are reluctant to involve management and employees until a later stage in the sales process (for a good reason). An Advisor will develop a clear timetable to structure each stage in the process to ensure a well run, yet competitive process. The advisor will coordinate and supervise the activity of all the advisors / professionals involved in the transaction and will help to identify the best suited legal and tax advisors and if needed, strategic, communication and environmental advisors.

From an optics perspective, appointing an advisor to run the sales process sends out a strong signal to perspective buyers that the seller is serious about the process and that there will be no ‘backdoor’ routes available to any bidder wishing to avoid a competitive process.

Providing a solid first line of defense during negotiations

Uncomfortable or even unpleasant moments during a transaction are par for the course. In a scenario in which a potential buyer has invested a lot of time and effort into acquiring the business and is confident of success but the owners have decided otherwise, things can get heated. Or if the need arises to pull back from a negotiating position which the bidder believes has been agreed already, communication can become hostile. These are the moments when advisors can be of great value. They can convey the negative message, change of direction or simply negotiate a result ‘conditional on the owner’s approval’. Managing the process oneself will narrow the tactical options and be a strategic disadvantage during negotiations.

Resources & expertise

A sell-side process is a complex undertaking and requires an enormous amount of time and effort. Starting with the preparation of the information package and identifying the buyer universe, up to the negotiation of the terms and conditions of the transaction. An advisor will guide and assist the seller through the whole process whilst managing communications and relationships with all relevant parties involved. The advisor will help the seller to avoid common pitfalls, and in turn, minimise the risk and maximise the value for the best results of the sell-side process. Advisors are focused on ensuring that the proper steps are taken at the right time to reduce transaction risk and to push the deal forward towards closing. Using their experience from previous transactions, industry-specific expertise and the trends of the specific market, advisors are able to understand and often pre-empt the behaviour of the different buyer groups.

Letting the seller focus of their day job

A sell-side process is largely dependent on the ongoing business performance. Underperforming the business plan showed to potential buyers can endanger the closing of the transaction. A sell-side advisor can run all administrative aspects and coordinate the transaction in a manner that allows the seller to focus on running and growing the business, hence reducing the risk that business performance suffers during the process. The presence of an advisor can help ensure that the client can focus their time and energy on the business whilst providing them with the execution of a smooth, and value-maximising transaction.

Wrapping Up

Rest assured, the advisor will take a step back when it comes to standing in the spotlight to announce the deal. At that time, they will step back to allow the buyer and seller to enjoy the moment and attention.

Executing a sell-side process without an advisor often ends with the seller leaving the money on the table due to unfavorable terms or fears of the buyer not understanding the full potential of the company. Or conversely, the buyers walking away if the owner and management of the selling company is not able to show the company in an enough attractive way or run a proper acquisition process.

 

Auteur

Andreas Plattner

Head of Mirabaud Advisors

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