April 29, 2024

You’re the Boss Blog: Ten Hard-Earned Lessons About Selling a Business

Creating Value

Are you getting the most out of your business?

My last three posts have focused on Holly Hunter and her business sale that went bad. I want to thank Ms. Hunter for allowing her story to be told. Although she made some mistakes, she was willing to talk about them in the hope that others might learn from her experience.

But those mistakes are hardly unique to Ms. Hunter. In fact, many business owners have had similar experiences. The most important step owners can take when they think about selling their business is to make sure they understand the sales process. Once you start down the road, you’ll enter an alternate universe where the unexpected becomes the norm. Dealing with the unexpected is easier if you follow best practices.

If you decide the time is right to sell, here are 10 lessons that owners like Ms. Hunter have learned the hard way.

1. Hire an experienced team of advisers. You have spent years building your business, and you usually get only one shot at selling it. Having a team of advisers — an accountant, a business intermediary or broker, an attorney, a financial adviser and a business generalist — who have been down this road many times is crucial.

2. Use an intermediary to sell your business. Going through the sale of your business can be very difficult. You need an experienced intermediary or broker who will speak with the other party and represent you and only you in the sales process. Sellers who represent themselves almost always make mistakes that cost them time and money. This is not a time to cut corners in professional fees.

3. Make sure your advisers work only for you. As we saw with Ms. Hunter, her business broker was representing both sides of the deal. When this happens, the broker usually ends up working for no one — and problems occur.

4. Accept that the person who buys your business will change it. Most buyers have their own ideas about how things should be done. If your sale involves an earnout or seller financing, you want to make sure the seller’s actions won’t limit your ability to get paid any deferred money that is owed you.

5. Make sure you tie your most important employees to the business. Have them sign employee agreements that can be transferred to the new owner. The new owners may want you to stick around for a transition period, but they will want your main people to stay longer. Making sure they stay and don’t disrupt the company while it’s in transition is crucial to a successful sale.

6. Be sure your business continues to run well throughout the sales process — even when the sale becomes an all-consuming project. If sales fall through and the company falters while the owner is selling the company, it can hurt or even ruin a sale.

7. Be prepared for due diligence. It can feel like a colonoscopy and its real purpose may be to help buyers reduce the price they have to pay, but there is no getting around it. When businesses are getting ready to sell, I recommend  that they go through a mock due diligence process. This can help you figure out where your company’s weak points are and allow you to prepare responses for a potential buyer.

8. Get a personal financial plan done before trying to sell. One of the most common reasons seller’s remorse exists is that sellers often find out that they didn’t end up with enough money to reach their goals. A financial plan will help you determine how much money you need and set reasonable expectations.

9. Know what you will do with yourself after you sell the business. I’ve seen many sellers lose their way in life when they have no place to go. Before the sale, you were most likely spending between 40 and 60 hours a week at your business. You need to find a way to fill that time meaningfully.

10. Make sure you follow best practices even for the little things. Start, for example, by making all interested parties sign a non-disclosure agreement that has teeth. If possible, have an offering memorandum produced. Have a letter of intent in place with your buyer before you start to show sensitive corporate materials. Have a purchase and sales agreement that lays out the terms of the sale but also protects you after the sale from being sued by the buyer, the government or regulatory agencies.

Following the items above does not guarantee a happy outcome. But if you know what you’re getting into and have taken the time to follow best practices, you’ll be more likely to get the result you want. Remember, at the end of the day, it’s about using common sense. As we’ve seen over the last several weeks, it’s easy for common sense to go out the window in a business sale.

What have I missed in this list? What do you think are the most important things to check off as you sell a business?

Josh Patrick is a founder and principal at Stage 2 Planning Partners, where he works with private business owners on creating personal and business value.

Article source: http://boss.blogs.nytimes.com/2013/01/16/ten-hard-earned-lessons-about-selling-a-business/?partner=rss&emc=rss

Olympus Hid Investing Losses in Big Merger Payouts

TOKYO — Olympus said Tuesday that more than $1 billion in merger payouts were used to hide years of losses on investments, an acknowledgment that is an abrupt about-face for the company, which had denied any wrongdoing in the wake of a widening scandal.

That revelation alone could make this one of the biggest accounting fraud cases in corporate history. It is also a spectacular turn of events amid a boardroom battle that has pitted Olympus’s former British chief executive turned whistle-blower, Michael C. Woodford, against an otherwise all-Japanese company board.

Mr. Woodford was fired in mid-September after trying to force an investigation into a series of acquisitions, made before his appointment as president in February. He has since released internal documents to the news media and called for the entire company board to resign. Since the accusations, Olympus has lost half its stock market value as many questioned the company’s governance.

Olympus, which is based here in Tokyo, had categorically denied any wrongdoing over the deals, made from 2006 to 2008. Just last week, the company appointed a panel of outside experts to investigate, a measure Olympus said was aimed at assuaging investor fears.

But in an extraordinary statement issued Tuesday, the company said the panel found that the money for mergers had in fact been used to mask heavy losses on investments racked up since about 1990.

The panel found that Olympus channeled money through several investment funds to “eliminate latent losses,” the company said in the statement, without elaborating. The revelations came as a surprise because the panel had not been expected to reach any conclusions for at least several more weeks.

The payouts in question involve $687 million in fees Olympus paid to an obscure financial adviser over its acquisition of the British medical equipment maker Gyrus in 2008. That fee amounted to roughly a third of the $2 billion acquisition price, a fee amount more than 30 times the norm.

The Federal Bureau of Investigation and the Securities and Exchange Commission in the United States are also investigating the Gyrus deal, according to people familiar with the matter.

Olympus also acquired three small companies in Japan for a total of $773 million, only to write down most of their value within the same fiscal year. Those companies — Altis, a medical waste recycling company, Humalabo, a facial cream maker, and News Chef, which makes plastic containers — had little in common with Olympus’s main line of business of producing cameras and other electronics. Those businesses had not made money before being acquired, according to the credit ratings agency Tokyo Shoko Research.

At a news conference, the company’s new president, Shuichi Takayama, bowed deeply in apology. “It is true that there were inappropriate dealings,” he said. “Our previous statements were in error.” But he stopped short of acknowledging fraud at the company, and said that no money had flowed out of the company. He said Olympus was still investigating the case and was still unprepared to reveal the scale of past losses.

Mr. Takayama also said that Hisashi Mori, an executive vice president, had been fired over his involvement in the cover-up. Hideo Yamada, who is also implicated, has offered his resignation, he said. He reiterated the company’s position that Mr. Woodford’s departure had to do with his aggressive Western-style management style rather than his inquiries into the acquisitions. Mr. Takayama said that despite the disclosure, he hoped to keep Olympus’s shares listed on the Tokyo Stock Exchange. Its shares were down nearly 30 percent Tuesday afternoon.

Mr. Woodford, who worked at Olympus for 30 years, had begun to look into those payouts after a Japanese financial magazine, Facta, published an exposé on the deals. In September, Mr. Woodford commissioned a report by PricewaterhouseCoopers into the Gyrus deal that raised concern over actions taken by Olympus management, including a lack of due diligence.

Based on the report, Mr. Woodford called for a full investigation in a letter dated Oct. 11. He urged the company’s chairman at the time, Tsuyoshi Kikukawa, and other members of the board to resign, accusing them of “calamitous errors and exceptionally poor judgment” and comparing them to rogue traders.

But the next day, the Olympus board unanimously voted to oust Mr. Woodford. He said he was not permitted to speak at the board meeting, and was advised to leave the country immediately.

Mr. Kikukawa resigned in late October. In a statement at the time, he denied wrongdoing.

Questions remain over Olympus’s links to the obscure investment and advisory companies that facilitated those acquisitions, including an investment fund incorporated in the Cayman Islands, as well as Axes, a company that oversaw those funds from the United States and Japan.

The Global Company, an investment advisory firm based in Tokyo, was closely involved in setting up the three companies as well as facilitating their sale to Olympus, according to a New York Times investigation. Executives at those companies have not been available for comment.

Article source: http://feeds.nytimes.com/click.phdo?i=f1f06c310eb87355acd0480a97c540bb

Bucks Blog: Wednesday Reading: What to Ask a Financial Adviser

October 19

Deer-Car Collisions Less Frequent but More Costly

Deer-car collisions are down, an analysis found, but the average cost of damage caused has risen.

Article source: http://feeds.nytimes.com/click.phdo?i=cc2238cf8c9e2333a7fe3ab51b927d5f

DealBook: Apax Leads $6.3 Billion Buyout of Kinetic Concepts

8:28 p.m. | Updated

A consortium of private equity funds led by Apax Partners agreed on Wednesday to buy a medical therapy company, Kinetic Concepts, for $6.3 billion in the largest buyout since the financial crisis.

The group, which also includes the pension funds Canada Pension Plan Investment Board and the Public Sector Pension Investment Board, are paying $68.50 a share for Kinetic. It represents a 21 percent premium over the one-month average price before news of the deal was first reported.

The Kinetic buyout tops the $5.3 billion acquisition of Del Monte Foods by a group of investors, including Kohlberg Kravis Roberts, earlier this year.

Still, it is a far cry from the heady days of the boom. In July 2007, Blackstone Group paid roughly $26 billion for Hilton Hotels, according to Dealogic.

Based in San Antonio, Kinetic, which reported revenue of $2 billion last year, provides treatments for wounds and tissue regeneration. It has been an active area for private equity deal makers. The industry’s cash flows are relatively stable, allowing firms to easily borrow.

Avista Capital Partners and Nordic Capital paid $4.1 billion for Bristol-Myers Squibb’s ConvaTec unit, in the largest buyout of 2008. The same year, One Equity Partners acquired Johnson Johnson’s business, renaming the company Systagenix.

The Kinetic deal is expected to close in the second half of the year, subject to regulatory and shareholder approval.

Investors controlling 11 percent of the company, including the founder, James R. Leininger, have committed their stakes to the deal.

The private equity group hired Morgan Stanley as a financial adviser and raised debt financing from Morgan Stanley, Bank of America Merrill Lynch and Credit Suisse.

Simpson Thacher Bartlett acted as legal counsel on the deal, while Kirkland Ellis provided legal advice on the financing.

Kinetic is being advised by J. P. Morgan Securities, and Skadden, Arps, Slate, Meagher Flom and Cox Smith Matthews are acting as legal counsel.

Article source: http://feeds.nytimes.com/click.phdo?i=d31a423477e7f236d1873a14900f0477