Over the last 2 months I have published 2 articles in our “Demystifying the Sales Process” series. The Series unpacks the key steps that a business owner needs to take in order to take their business to market.
The first article focused on how important it is to know your buyer when going to market. If you have not read the article, you can find it here.
The second article focused on the need to assess your weakness and build a good defence to create an excellent offence. If you have not read the article, you can find it here.
This month, we will be focusing on the last piece to the puzzle, appointing your advisors.
A business is likely to be the largest asset anyone will ever own, so selling it needs to be treated carefully and with the appropriate level of consideration.
As the saying goes- “rubbish in, rubbish out”. The same applies to selling a business.
If you appoint advisors who do not deal with business sales day in day out then you are likely to get a result which is not desired.
It is therefore critical to select your key advisors carefully and for the desired outcome.
Key Advisors
The key advisors are:
- Corporate Advisor or Business Broker
- Accountant
- Auditor
- Lawyer; and
- Financier
Each of these advisors are critical to the success of a sale and have unique areas of contribution.
We have outlined below:
- What they do
- Why they are critical
- When they should be engaged
Corporate Advisory or Business Broker
A Business Broker is not a Corporate Advisor, but a Corporate Advisor can broker a business.
Below is a table which outlines the key differences between a Corporate Advisor and a Business Broker. Each has ‘sweet spots’ which are critical to understand.
|
Corporate Advisor |
Business Broker |
|
|
Transaction Size |
$3 million to $1 billion+ |
Normally below $3 million |
|
Target Multiple of EBITDA |
4x to 10x |
3x |
|
Advertising Audience |
Larger Businesses, Private Equity, Family Offices, Search Funders, Institutional Money. |
Owner Operators and Businesses to bolt on. |
|
Advertising Platforms |
Direct, Advisors |
Direct + Public Websites |
|
Transaction Structure |
Asset or Share Sale or Other |
Asset (Usually) |
|
Financial Services Licence |
Yes |
No |
|
National Reach |
Yes |
Depends on License in each State |
|
International Reach |
Yes |
No |
|
Engagement Level |
Intimate. Usually involves preparation and analysis. |
Light touch. Very little active involvement in the business. |
|
Fee Structure |
Monthly Retainer + Success Fee |
Advertising fee + Retainer + Success Fee |
|
Engagement Length |
6 to 12 months |
3 to 6 months |
|
Anonymous |
Yes |
Yes but online listing |
Generally Corporate Advisors are appointed to advise and take to market bigger businesses who command a higher price, whereas Business Brokers are appointed to businesses where the buyer is likely to look at an online listing.
We find that Business Brokers are excellent in handling businesses where the owner is the operator.
If your business makes more than $1m per year in profit (EBITDA) then we would recommend that a Corporate Advisor is appointed as their reach to obtain a higher multiple is significantly greater.
In any event, a business owner needs to have an advocate that can advise and strategically place the business in the best position and in the best light to attract the best outcome possible.
Accountant
The Accountant for the business is critical when an owner wants to take the business to market. Normally the financials are not needed on a monthly basis however when taking a business to market the financial metrics are critical.
It is at this point that a good accountant is critical. Ensuring that the numbers are correct and lodgements are correct is paramount to a successful outcome.
It is most often the case that the accountant does more work in the lead up to and during the sale phase. This should not be overlooked as the business owner needs to see the value that this work generates.
A good accountant who is responsive and on top of the work and the structure is critical.
Auditor
In some cases it can be advantageous to have the accounts audited so that there is a verified 3rd party opinion on the accounts. This can lower the transaction risk for the buyer and therefore increase the likelihood of a higher sale.
The size and the industry will govern whether an auditor is necessary.
Lawyer
A corporate lawyer is necessary, not just any lawyer.
We have time and again been involved in transactions where the other side has appointed a lawyer who has limited if any experience in corporate transactions. This can create significant delays and issues in understanding the transaction structure and the documents and naturally increases the transaction risk due to a lack of understanding.
The lawyer should be involved in the preparation for the business to go to market which is usually a year long process to get it right. This is because much of the due diligence (other than financial due diligence) is legal due diligence which can sink a transaction quicker than the iceberg sunk the Titanic.
A corporate lawyer is critical to the success of a transaction.
Financier
A financier is not naturally a role that you think of, however depending on the transaction it is critical to have a financier onboard with what is happening.
A financier can make a huge difference in the pre and post settlement conditions especially if there are assets under finance.
Whilst they may not be necessary in all transactions, a financier can be instrumental to a smooth transaction.
Conclusion
When considering the sale of a business it is critical to get the right team together.
Experience is fundamental. Expertise is necessary and timing is critical.
If you are interested in selling your business or want to discuss whether your business is sale ready then please reach out to James Frank, jfrank@franklaw.com.au or james@frankadvisory.com.au or call 02 9688 6023.
