Growing beyond the limitations of organic growth involves acquiring complimentary companies. Effectively buying a business takes specialized expertise and experience. Valuations are strong today, but you can always find a company open to selling if you commit resources to it. If you are interested in growing your company and organic growth doesn't come fast enough, you may want to explore acquiring a company in your space.
CEO Advisor, Inc. advises CEOs, presidents and business owners on making opportunistic or tuck-in acquisitions to grow your business to the next level. As a full service advisory firm, we also provide mergers and acquisitions (M&A) advisory services on the sale of your business. The key for a CEO, president or business owner is to bring in the right team with the right expertise and experience so you can continue to run your business and succeed.
Growth through opportunistic acquisitions entails hiring the right business/mergers and acquisitions advisor with the experience, education and expertise in mergers and acquisitions to generate a great return on your time and investment. Your business/M&A advisor will discuss with you the criteria for a tuck-in acquisition, explain your options to pay for the acquisition with cash, stock, a bank loan, earn outs, stock options, benefits, or a combination of the above, and help you understand the best method to purchase the stock or the assets of the company.
Once you have created the criteria for the profile of a target acquisition, you want to have your business/M&A advisor research and collect the contact information of the targeted companies. Then, your business/M&A advisor will contact each company and ask a set of qualifying questions to see if the owner is interested in selling and to gain additional information.
Once you have a targeted company that expresses real interest and meets your criteria, your business/M&A advisor will ask for a set of financial statements from the prospective seller and will create a Proforma Profit & Loss Statement to further assist you in understanding the value of the company.
There are many things to consider from how large is the market, is it a growing market or not, their make-up of revenue, gross margin, growth rate and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization), how much recurring revenue the company has on contract, assess their lease, as well as, the roles and salaries of their employees. A non-disclosure agreement may need to be executed between the buyer and prospective seller to accommodate getting this financial information and the business/M&A advisor will handle this.
Your business/M&A advisor will then review and inquire about more information on the financials, and generate the Proforma Financial Statement with the necessary adjustments to evaluate what the target company would look like as part of your company. You and your business/M&A advisor are now ready to make a decision on making an offer or not.
Provided you are interested in making an offer, your business/M&A advisor will prepare a detailed Letter of Intent (LOI) to purchase the assets of the company. Purchasing the stock of the company opens up too much liability and risk to a buyer so purchasing the assets of the company, exclusive of liabilities (unless otherwise specified) is the most advantageous method in most cases. The LOI should be specific with all of the business terms laid out for the prospective seller, including protection for you, the buyer and should be reviewed by your corporate/transaction attorney and tax advisor.
A strong business/M&A advisor will be key in helping you negotiate the LOI as a third-party. You should never negotiate an acquisition (or sale of your company) on your own. Keep some distance and diplomacy in the negotiations to preserve your future relationship with the seller by having an experienced business/M&A advisor work alongside you.
Once the LOI is negotiated and the business terms are agreed upon, your business/M&A advisor will initiate Due Diligence to verify a whole set of information, including the prospective seller's customer agreements, recurring revenue, intellectual property, management team, financial statements, bank statements and other information. Your business/M&A advisor will also coordinate all of the other documents and information required in the Due Diligence phase of the acquisition, as well as, act as a liaison with your tax advisor and corporate/transaction attorney on all issues enabling you to primarily focus on running your business.
Once your business/M&A advisor has assisted in completing the Due Diligence, your business/M&A advisor will coordinate with your attorney to draw up the Asset Purchase Agreement (APA). This is a legal document with the business terms from the LOI stating exactly what you will receive in the transaction (and what you won't be liable for) coupled with legal protection for you as the buyer from any liabilities, legal issues, payroll tax issues, etc. of the seller. There will be some tax issues to be addressed so your CPA or tax advisor may be consulted and your business/M&A advisor should be present to walk you through your options. Your business/M&A advisor will also help you in creating the compensation plans for the seller, its owner(s) and their employees that you decide to hire along with the acquisition.
Closing the transaction will be critical once the seller has met your requests so the advisory team of your attorney, CPA and business/M&A advisor are key. Closing the transaction is not the end of the process, as the post-closing integration of the acquired company, no matter how small or how large, will be vital to the success of the acquisition and your business/M&A advisor will help you to optimize this process.
In our next CEO Advisor Newsletter, we will cover the different aspects of selling your company so stay tuned.
CEO Advisor, Inc. has decades of experience in advising on buying and selling companies. Contact CEO Advisor, Inc. today for a no cost, no obligation meeting at your office to discuss your key business and sales issues. Contact Mark Hartsell, MBA, CEO of CEO Advisor, Inc. at (949) 629-2520, by email at MHartsell@CEOAdvisor.com or visit us at www.CEOAdvisor.com for more information.