M & A Rainmaker

Happy New Year !!

Over the holidays this video came out from Serial Entrepreuner, David Skok, who is clearly a HubSpot fan..

http://www.forentrepreneurs.com/sales-marketing-machine-webinar/

and it is really a great addition to the blog series that I have been writing.

In fact I would say it is really the linchpin of why I am interested in HubSpot myself – which is ” How to get more sales using HubSpot Inbound Marketing ” !!

So, I would really recommend that you take a little time to view the presentation/ slide show.

It was only a chance discussion really.

I was out the front of my house doing a bit of a clear up when one of the neighbours walked by and asked how it was going.

We had a discussion about the economy and I was telling him about some of the conversation that I had had recently with James Martin, a partner at Begbies Traynor that I know.

http://www.begbies-traynorgroup.com/begbies-traynor/

Surprisingly, Begbies ( who are known for their insolvency work ) are not quite as busy as you might have thought – because for lots of reasons companies are not going  bust in the numbers that you would think was happening. Loads of reasons for this and I will try and get James to come on here and outline his thoughts on the subject soon.

Anyway – back to the point – so one of my neighbours tells me that he had failed to sell a company where he was a shareholder.

Or, more to the point their accountant had failed to sell the company ( but had managed to walk away with a substantial amount of fees ! ).

The one bidder ( !! ) had unsurprisingly ( to me ) managed to find loads of reasons why they should not complete the deal.

A ” dummy ” competitor had been contrived but the ruse failed because the M.D. of the one company called the M.D. of the other company and  said something like ” are you really looking to buy this company ” to which the answer was ( of course ) – No !!

So, that was the end of that little plan !!

In fact I have been working with a number of companies recently who finally realised that the only way that they were going to get a result was by creating serious competition for their business. Not pretend competition but real competition.

Selling a company ( like raising finance for a company ) is not an accountancy exercise it is a sales and marketing exercise. The chances of an accountant understanding this are close to zero.

The main problem is one of the main reasons that I started this blog – most business people do not know where to go to to get advice and guidance on how to sell a business. Because of this they end up going to their lawyer, accountant or ” one of their mates ” .

We nearly made the same mistake ourselves when we sold Voyager. In fairness our F.D. had raised his sights above our day to day accountant and was talking to Deloitte & Touche ( who we had earlier used for an acquisition ) and Deloittes have a lot of experience in selling businesses. However the key decision that we made at that time was to have a ” beauty parade “. I still remember the day that we wondered around Birmingham while Deloittes, Ernst & Young and someone else ( I can’t remember who ) presented to us on why they should be our representatives in the sale of our business.

In the end we chose Ernst & Young ( after much discussion ) for loads of reasons – we liked them, they had the best process, they would market us globally, they understood our market and the opportunity etc etc

The way to get a great result is to pick the right adviser in the first place – it is highly unlikely to be your lawyer ( although we did use the same lawyer for the sale as we did for the acquisition ) or accountant !!

The original and still the most important purpose of the M&A Rainmaker blog was to impart the lessons that I learned in selling businesses, particularly High Tech businesses.

The process is discussed here

http://mandarainmaker.co.uk/wordpress/selling-your-business-2/

in some detail.

I use the sale of 2 of my businesses Voyager Networks and 5i as particular examples in the selling your business process. One of the reasons for this is that one, Voyager Networks, was sold at the height of the High Tech, Dot Com Boom in 1999/2000 and the other, 5i, was sold in the depth’s of the global economic recession in 2008/9. Yet they both sold and sold well.

A very similar process was used in both cases although there were differences other than the economic backdrop.

When we started Voyager we had no clear strategy for it being a lifestyle business or an exit route business. It only became an exit route business after my meeting with Investec and after innumerable approaches to buy us. This was something like 1996, 3 years into the life of the business.

5i, on the other hand, was started with the clear intention of exiting ( sale or float ) 3-5 years later.

In fact both businesses sold around 7 years after thier start and in conversations with other people who have sold High Tech businesses this seems to be a typical lifetime for a business before it is sold.

In both cases we conducted a ” Beauty Parade ” to find the right M&A ( Mergers and Acquisitions ) partner. In the first case settling on Ernst & Young and in the second Norton Corporate Finance. ( Actually it was probably thier Rainmakers and thier teams that we settled on aswell as the companies ).

I remember that in the case of Voyager we discussed who was going to sell the company ( after we had decided to sell ) and put into the pot Deloitte & Touche, Ernst & Young and one other ( who I forget ). To get to the short list the three partners each put out feelers amongst thier contacts and 3 were chosen for presentations. Our accountants and our lawyers were consulted ( D & T were our accountants ). We ended up using Ernst and Young and our lawyers ( from Leeds ).

With 5i the lawyers and accountants were consulted; board members and shareholders put forward suggestions and a process was followed which resulted in Nortons Corporate Finance being selected.

I have to say that in my opinion both firms were exactly the right ones for us. The Nortons process and culture was similar to the one at Ernst & Young and this was a factor in the decision to go for Nortons.

Now, there are a great number of Corporate Finance and M & A companies to choose from and it is very important to find the right partner with the right processes and capabilities.

It is possible that the right people to use are your own accountants and lawyers but probably not. Or, at the very least, you should look for alternatives. If you are very experienced at selling companies then you may well have lawyers and accountants that you have used on a number of occassions. My advice is directed at people who have not had these opportunities.

In an ideal world you want to have decided wether you are a lifestyle business or an exit route business as early as possible. Also in an ideal world, you want to give yourself time to select the right legal and accountancy M&A partners for you and your business.