Woodward Logo 01

M&A Advisor Tip

Deal killers: The I-do-everything seller

Some sellers come down with a dangerous case of “I am so great” when they meet potential buyers. It’s all, “I did this.

That was my idea. I’m in charge of that. I’m the one driving growth.”  

And if you have a valuable business that’s attracting buyers – you are great! You built something amazing! But…  

When it comes time to sell your business, you should be the least valuable part of the equation. Unless you’re sticking around after the transition, your experience means very little to a buyer.  

What does matter? The quality of the management team and the employee leaders you’re leave behind.

Market Pulse Survey - Q1 2022

Unnamed (12)

M&A Feature Article

That kind of 75% failure rate is shocking, yet it can be an all too accurate representation of our industry. There are a lot of factors driving down success rates, but here are the five I hear about most often:

For Sale By Owner. You don’t know what you don’t know. Selling your business is not the time to learn on the job, as you only get one chance to do this right. There are too many opportunities to make mistakes and hurt the value of your business.

Expectations Too High. One owner guessed his company was worth about $100,000 for every year he worked, or $2.5 million. In reality, it was probably worth well under $1 million.

A reputable advisor won’t take on an engagement if they don’t believe they can meet the seller’s goal. But some advisors are happy to collect an engagement fee – and let the business linger on the market -- knowing all too well they can’t meet the seller’s expectations.

Inflexible Deal Structure. Most lower middle market businesses do not get paid all cash at close. Financing the deal usually includes some kind of seller support, like equity roll-over, seller financing, or an earn out. If you’re rigid about your terms, and the buyer can’t get financing or get comfortable with the deal, the deal isn’t going to get done.

Seller Burnout. After retirement, burnout is the number one reason people sell. They’re already out of energy by the time they put their business on the market. Revenues inevitably decline and many of these businesses lose value (or close their doors) before they can find a buyer.

Wrong Advisors. Too often business owners want their usual attorney to represent them in a business sale. But because this person is inexperienced when it comes to M&A, they tend to get ultraconservative.

These advisors don’t want to risk making a mistake that could affect their errors and omissions insurance. I’ve seen buyers walk from a deal because the seller’s attorney was being unreasonable. Worse yet, on rare occasion a seller’s attorney will purposely sabotage a deal in order to retain a client.

Honestly, there are probably a thousand reasons why deals don’t get done, but I’d be willing to bet that these five core issues are at the heart of most deal failures.

Leave a Reply

Your email address will not be published. Required fields are marked *