In recent weeks I have been listening to business founders and investors talk about what each party is looking for in the other when it comes to striking a potential deal. We know that due diligence, planning and preparation as well as financial analysis are all critical to success – but investors are essentially buyers, and as with any product or service, people buy from people. More often than not, relationships based on a common connection, mutual respect, purposeful rapport and personal interaction will form the basis of most investment decisions.
Here are some examples of what you might expect to encounter when thinking about selling your own business, or bringing in external investors.
What are investors looking for?
At a networking event hosted by Startup Victoria, established investors talked about their criteria for investment.
First and foremost, investors need to know the business you are in (the basic principle being “if you don’t understand it, don’t invest in it”). In the case of an early-stage business, investors also need to know how/where they can add value, since they expect to be more involved with the strategy and execution.
Second, as explained at a workshop hosted by AICD/KPMG, there are only a few types of transactions:
- Strategic – such as a trade buyer or targeted M&A transaction
- Financial – such as a Private Equity fund or Family Office
- Succession – a management buy-out or generational transfer
- Public – an Initial Public Offer, such as an ASX listing
Each will have their preferences and processes, and as a business owner or founder, you need to understand what each option means for you. Your interests need to be fully aligned, otherwise all the planning and due diligence in the world won’t prepare you for potential disappointment, unmet expectations or even a failed transaction. For example, as a founder wishing to sell your business, are you prepared to see the new buyer shut down one of your cherished products?
Third, financial and strategic investors will have very specific objectives and timelines. As one early-stage investor said: “I’m not a lifestyle investor”, meaning, “I don’t invest in a business to fund your lifestyle” (I invest to fund my own lifestyle…). So, the goal is to invest, drive growth and exit within 3-5 years having generated a target multiple of return on investment. Another investor took a contrarian view, commenting that he had never yet sold out of any business he had invested in – because he takes a longer perspective, and he likes the people he invests in.
Finally, and following on from the last point, investors (especially in start-ups and founder-operated businesses) are often buying the people and the team, not just the business. This prompted the comment about “can you have a beer” with the business owners or founders? The “getting to know you” process is very important for establishing the relationship, exploring what each party is looking for, and framing the nature and terms of the transaction.
What are founders and owners looking for?
Apart from money, what else might you be looking for when contemplating a business sale or bringing in external investors?
Depending on what stage your business is, you will likely need capital for specific purposes, or you may be looking for a particular type of investor. So, know what type of funding you require, and what you might be expecting from the investor.
If it’s contacts and introductions you want, then as shows like Dragons’ Den and Shark Tank demonstrate, investors will extract a high price in return for opening up their precious address books.
Just as investors check out the people as well as the business, owners who are seeking external funding should really do their homework on prospective investors – especially when it comes to unsolicited or unexpected offers to buy your business.
One speaker (who has been on both sides of the transaction) noted that he was wary of a particular investor, because he knew that the relationship would be difficult – a feeling that was borne out by problems at board meetings, and challenges getting shareholder alignment and agreement on critical strategic decisions.
Even if as a founder you are seeking to exit your business via a trade sale or equity transaction, in many cases the new owners or investors will expect you to stay on in the business, to maintain continuity. As is frequently the case, the owner’s sale proceeds will be subject to an earn out to ensure the business meets its projected forecasts.
I have known some entrepreneurs who have left a corporate role to start a new business, with the specific aim of being acquired by their former employer – and I know of at least one such founder who has managed to do this more than once, but a condition of purchase is usually golden handcuffs linked to a performance target.
There is a commonly held view that if you don’t need to bring in external investors, then you should hold out as long as possible. It’s also said that debt is cheaper than equity, and with current interest rates at a record low, borrowing from a bank or other lender is quite possibly a better option.
However, as I have written previously, there are several obstacles to getting startup funding, especially from banks. In particular, banks prefer secured lending, so if you don’t have sufficient assets (or if you are reluctant to put the family home at risk), and if you don’t have consistent cashflow (for factoring or invoice discounting purposes), your borrowing options will be limited.
An alternative to either bringing in external investors or taking out a loan might be to enter into a joint venture or similar partnership that gives you access to cash and other facilities, while retaining control of your business. For example, a JV to develop a new product or enter a new market can de-risk the opportunity, while enabling you to leverage skills or other expertise that you may not have.
If you are intending to sell your business, even one that is a mature and going concern, most advisers will tell you that the planning and preparation will take 2-3 years, especially as buyers will likely want to see a minimum of 3 years’ trading information and financial records. Don’t underestimate the time it will take to pull together the accounts, document key aspects of the business such as IT systems and processes, catalogue the IP, consolidate CRM and client account information, get a valuation and ensure key personnel are in place as part of the transition team.
Finally, don’t forget to obtain professional tax and accounting advice – I’ve heard business advisers lament the fact that many retiring business owners just about realise enough money to pay off their mortgage, once the sale transaction costs, business debts and tax bills have been settled.
Next week: The changing economic relationship of “work”