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Calling Would-Be Angel Investors: There’s a State That Has a Deal for You

writing data analysis

With slowdown on the horizon, states are seeking ways to protect economic momentum. In an article recently published in Entrepreneur, Matt McCooe discusses how angel tax credits are putting investment capital back into local economies.

 

Read More

 

How to Write a Killer Survey

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How to Write a Killer Survey

 

Customer feedback is critical, and surveys are a great way to get it. But how do you craft a survey that will deliver the actionable results you’re after? Experts offer their best advice.

 

THE DIGITAL MARKETER SAYS…

“Make it accessible. We live in a survey-polluted world. Every time you visit a shop or receive a service, chances are you’ll receive a survey about it. It’s great that you have a voice, but with the high volume of surveys people receive, surveys have become more of a nuisance than a privilege. That’s why it is insanely important to make the survey extremely accessible to the consumer. Don’t make the consumer go to a bunch of sites, create an account and fill out a hefty survey. Try to cut down as many steps as possible.

“Make it short. I know you’re dying to find out every bit of information you can from a consumer, but chances are if a consumer opens a survey that’s pages long, he or she is going to exit right out of it. Make the survey as short as possible—five to seven questions tops! Also, see if you can make it multiple choice or selection based, because if consumers see a bunch of lengthy text boxes they’ll also exit out. Always give the option for a customized answer if the consumer feels passionate about your service/business.

“Make it polished. As silly as it seems, make sure your survey looks polished. A survey is an extension of your brand. Consumers should feel impressed no matter what stage of your marketing funnel they’re in.”

—Ciara Hautau, lead digital marketing strategist, Fueled

THE UX (User Experience) DESIGNER SAYS…

“The biggest reason people don’t complete surveys is that they’re too long. Unless you are reimbursing [respondents] for their time, you want to keep the survey short, with a maximum complete time of five minutes. Show them how much progress they have made so they can see how much is left. It’s frustrating going through the steps of a survey and never knowing how many [questions] are left.

“Consider offering an incentive, such as a prize draw for gift vouchers. You don’t have to offer huge sums of money. Fifty dollars can be enough to increase completed survey rates by 10 percent.”

“Be consistent in your rating scales. If you use ‘1 = terrible’ and ‘5 = amazing,’ stick with this in all of your ratings.”—Paul Manwaring, UX consultant, Outsprung

THE BUSINESS CONSULTANT (WITH A MASTER’S DEGREE IN PSYCHOLOGY) SAYS…

“Most businesses use Likert-type surveys—those that ask if you agree, disagree, somewhat agree, somewhat disagree, etc.—without knowing what these are or how to do them properly. Please stop doing this. [You] get bad data, and [the results] don’t say what people think they say.

“True Likert surveys need five to eight questions to answer one topic. If you aren’t going to ask that many questions, I recommend at least two, with only three options for answers: agree, disagree, undecided.

“Likert’s brilliance was that he realized most people avoid demonstrating strong opinions. These are socially unacceptable. So people tend to mark the middle, which is why Likert put ‘undecided’ in the middle. This answer removed people’s [response] since they had no opinion. Next, some people will fudge and just mark all the answers to the far right (strongly agree) or far left (strongly disagree). Having a positive and negative version of a question (‘I enjoy shopping at Wal-mart’ plus ‘I do not enjoy shopping at Wal-mart’) removes noise because they cancel each other out. That left Likert with real responses.

“If you only use two questions, you really only need agree/undecided/disagree. This is why Netflix only has a thumbs up and thumbs down. Thumbs up is positive (agree), and thumbs down is negative (disagree). When you don’t rate a film on Netflix, it counts as undecided. Netflix only factors in the movies you rate positively and negatively. That’s all you really need for a customer survey. Amazon’s five-star reviews are an example of Likert in action too. Amazon uses these to help decide what to sell you, so think about that the next time you write a review!

“Next, we get into what you want to survey for. If it’s for product development, that’s usually a bad idea. Customers don’t know what they want. Most people didn’t realize they needed a television or radio. After all, they had books. Apple took a chance on smartphones, and look at its market share now. Heck, look at the iPod and how it revolutionized the music industry.

“If you want to develop a product or service, solve a problem. And survey for problems. What bothers people? What do they hate doing? What are they doing now that your product will do cheaper?

“As for length, shoot for no more than 20–30 Likert-type questions. People will spend more time and do a better job on surveys if they are paid, due to a sense of fairness. You also get more honest responses if they put their name on the form versus doing it anonymously, unless the topic is embarrassing. Avoid open-ended questions, and if you have them, you need five or fewer.”

“Finally, listen to your customer support people. They know what people do and don’t like about your product. Customer service call center databases have some of the best open-ended discussions a company can get their hands on. The reasons people call will help optimize products and can create efficiencies elsewhere. Along those same lines, you get more valuable feedback from fan clubs than you get from focus groups. So start a fan club, don’t hire a focus group. Fan clubs love your product and want it to be better. They are more invested than focus groups.”

—Anthony Babbitt, MS, MCSE, business consultant

THE BUSINESS STRATEGIST SAYS…

“When it comes to creating customer surveys, the key is to learn what the customers’ pain point is. Ask, What problem are you trying to solve? Keep this question open ended. By allowing customers to use their own words, you not only gain insights into how they see the problem (as opposed to your assumption of the problem), you also get verbiage you can reuse in your marketing to create an emotional connection. Another key question (that should also be open ended) is what their dream solution to this problem is. This gives you an insight into what your customer is looking for.

“When writing the survey:

  1. Use qualifiers. Not everyone you are speaking to or who is willing to answer your survey is your ideal customer. Using conditional logic, the first few questions should ask information that confirms that you are speaking to your ideal customer.
  2. Think about UX design. This is often an overlooked piece and can contribute to how many responses you get. The survey doesn’t need to be a beautiful piece of art, but it should be easy to use.
  3. Unless you only have a handful of questions, don’t put all your questions on one page. This can be overwhelming to the user and may limit the number of people who are willing to fill out your survey.
  4. Only ask the critical questions. This is not the time to ask every question that you want an answer to. Ideally your survey should take less than four minutes to fill out. If it takes any longer, not only will the number of responses go down, but the quality will too.

“Software and tools don’t need to be complicated. A free tool such as Google Forms works just fine. To help the business later on, capture emails in this process.”
—Kat Rosati, business strategist, Apparel Booster

What We Learn From Kids That Makes Us Better At Work

boy in tree

On the fourth Thursday of each April, Americans take their kids to work. Not only is this a learning experience for our children, there are many professional takeaways for parents too.

Our CEO, Matt McCooe, recently wrote a piece for Chief Executive that explores ways professionals can utilize effective parenting strategies to improve workplace experiences. Fostering a positive workplace culture can be a challenge, and special occasions such as these can provide fresh insight into ways to make meaningful improvements. What will you bring away from take your child to work day?

Read article here.

Business Owners’ Exit Options

[cs_content][cs_section parallax=”false” style=”margin: 0px;padding: 0px;”][cs_row inner_container=”true” marginless_columns=”false” style=”margin: 0px auto;padding: 0px;”][cs_column fade=”false” fade_animation=”in” fade_animation_offset=”45px” fade_duration=”750″ type=”1/1″ style=”padding: 0px;”][x_image type=”none” src=”http://ctinnovations.com/wp-content/uploads/2017/05/Content-Detail-News.jpg” alt=”” link=”false” href=”#” title=”” target=”” info=”none” info_place=”top” info_trigger=”hover” info_content=””][/cs_column][/cs_row][/cs_section][cs_section parallax=”false” style=”margin: 0px;padding: 45px 0px;”][cs_row inner_container=”true” marginless_columns=”false” style=”margin: 0px auto;padding: 0px;”][cs_column fade=”false” fade_animation=”in” fade_animation_offset=”45px” fade_duration=”750″ type=”1/1″ style=”padding: 0px;”][cs_text]Business Owners’ Exit Options

Business owners planning for retirement may have a greater range of exit options available to them than they realize. If they truly are ready to “let go” and cash in on the fruits of their success, then an outright sale of the business usually is the preferred route.

However, some owners may wish to give their key managers the opportunity to take over the business, but are concerned that these employees don’t have the capital to match the price available from outside buyers. In fact, under certain circumstances, existing management can be the best buyers.

Finally, some business owners are not yet ready to spend their remaining days at the beach! After decades of building the value of their business, they cannot bear to let go entirely. This attitude is consistent with the entrepreneurial personality. Such people prefer to remain in control, but just want to take some money “off the table” for personal security.

A creative, well-structured financing package can address this array of exit options.

Competitive “Auction” Sale

There are two types of third-party buyers for businesses: strategic buyers and financial buyers.

Strategic buyers are companies in the same or related businesses that recognize the value of an add-on acquisition that provides economic synergies to their existing enterprise. For example, incremental business volume to a strategic buyer often can be added without duplicating infrastructure costs that already are in place, thereby yielding more to the bottom line. For this reason, experienced investment bankers/sell-side brokers always target strategic buyers first when they market a business for sale. Simply put, strategic buyers usually pay a higher price.

One cautionary note when dealing with a potential strategic buyer is the risk of revealing confidential customer information to a competitor. This concern can be addressed up front with a confidentiality agreement, but it is important to limit revealing the most sensitive information until there is a binding agreement between the parties.

Financial buyers are a different target. These are private investment funds seeking acquisitions in which they can build value over a five- to seven-year investment horizon. The price they are willing to pay is driven purely by the economics of their investment returns.

Sometimes these funds already have existing portfolio companies in the same industry that are seeking a strategic add-on. This is the “platform” on which they intend to build an industry concentration that they believe has attractive potential. In this sense, the private equity buyer is making a strategic investment and likely is very knowledgeable about the business owner’s industry. The supply of private equity funds today far exceeds the supply of good investment targets, so these financial buyers are ideal targets when running a competitive auction sale.

Management Buyout

Some business owners feel an understandable obligation to give their management team a succession opportunity, even though these key employees may have little capital of their own. After all, these are the people who helped to make the owner rich! The owner also may realize that if the business is sold to a strategic buyer with management already in place, some of the company’s key people probably will lose their jobs.

However, there also are self-serving reasons beyond gratitude and kind-heartedness for why owners should consider their key executives. The truth is that some business sales cannot take place without the eager participation of lead management. Moreover, successful management teams often can be the most competitive buyers. There are two paths to a management buyout, each with contrasting risks and opportunities.

Private Equity Partner – Private equity funds nationwide are eager to partner with proven management teams in the acquisition of their businesses. If the key managers have a good track record and a vision for further growth and profitability, they can be an absolute magnet for investment capital!

The private equity fund will take care of all necessary capital raising – including their own equity, senior bank borrowings and anything else needed to fully fund the purchase price, expansion capital and working capital going forward. The management team will not be required to guaranty any borrowings. They will receive a “carried” minority ownership interest, often with the right to earn more based on performance, as well as employment agreements.

The management team also will be under persistent pressure from the investor to increase value through growth, additional profitability and add-on acquisitions. If successful, management shareholders can make a lot of money upon the private equity firm’s exit – through either private or public sale five to seven years later. However, as controlling shareholder, the private equity firm determines the exit schedule and terms, not management.

Leveraged Buyout – An alternative form of management buyout is the classic leveraged buyout, where the assets and cash flow of the target company are used to raise the maximum debt possible to buy out the controlling shareholder. The total funds needed to cover the purchase price and working capital usually cannot be raised with bank debt alone. Additional funds may be raised in the form of “mezzanine” financing – that is, long-term debt that is subordinated (junior) to the senior bank debt and accordingly is viewed by the bank as underlying “capital.”

Mezzanine financing is available through specialized funds of all sizes, beginning at $1 million and up. It’s a complex form of financing that, due to its subordination features, is quite expensive and should be used only as a supplement to less costly bank debt. A primer on this form of financing is available through the link below:

http://lrnathanassoc.com/funding_sources/index.html

A seller’s note taken back by the owner may be negotiated as a means of boosting the price further, but this obligation likely will need to be subordinated to both the bank and mezzanine debt. This non-cash portion of the selling price, sometimes cynically referred to as a “hope note,” might be secured by the acquiring management’s new ownership shares. If the total financing in a leveraged buyout is structured properly, the management team should end up with a controlling ownership position. However, in the absence of their significant equity contribution, the key managers likely will be expected to personally guaranty the senior bank portion of the debt.

Shareholder Recapitalization

Business owners who have built successful companies over many years, but are not yet ready to relinquish control, might wish to take some money “off the table” for personal financial security. A well-structured leveraged recapitalization can enable owners to put cash into their personal bank accounts and preserve the outright sale opportunity for another day.

A leveraged recap cannot rely solely on bank financing. Banks are reluctant to see corporate borrowings withdrawn for personal use. Moreover, bank loans usually require the personal guaranty of the majority shareholder, which would be inconsistent with the owner’s objective of

diversifying personal risk. The use of long-term subordinated mezzanine debt as a supplement to bank financing is a recognized and appropriate way to monetize ownership value. Moreover, banks view mezzanine loans as junior capital that strengthens the balance sheet. Mezzanine funds will not restrict working capital and usually do not require a personal guaranty.

Conclusion

Business owners have a range of choices as they consider retirement, winding down, or monetizing their ownership value and preserving the option of an outright sale for another day. They may choose to sell to a strategic buyer, which has the potential to yield the highest price, or to a financial buyer. They might consider selling to their deserving management team in partnership with a private equity investment fund, or through a leveraged buyout. Finally, they might elect a partial cash-out through a shareholder recapitalization.

Whatever their choice, a well-structured financing package that is customized to fit individual objectives can expand the range of realistic options available to controlling shareholders seeking an exit. However, each situation is different, with its own personalities, issues and conflicting priorities. The good news is that abundant capital is available in today’s market to facilitate the optimal solution for each case.

About the Author

Larry Nathan is president of L. R. Nathan Associates (www.lrnathanassoc.com), an investment banking and business advisory firm that has been advising middle market companies throughout the Northeast since 1980, helping to finance their growth, strategic acquisitions, management buyouts, shareholder recaps and turnaround plans.

Link to PDF[/cs_text][/cs_column][/cs_row][/cs_section][cs_section parallax=”false” class=”cs-ta-left” style=”margin: 0px;padding: 45px 0px;”][cs_row inner_container=”true” marginless_columns=”false” style=”margin: 0px auto;padding: 0px;”][cs_column fade=”false” fade_animation=”in” fade_animation_offset=”45px” fade_duration=”750″ type=”1/1″ style=”padding: 0px;”][x_image type=”none” src=”http://ctinnovations.com/wp-content/uploads/2017/04/backtocontentlibrary.png” alt=”back to content library” link=”true” href=”http://ctinnovations.com/access-content-library/” title=”” target=”” info=”none” info_place=”top” info_trigger=”hover” info_content=”” class=”back-image”][/cs_column][/cs_row][/cs_section][/cs_content]

Exit and Succession Planning

[cs_content][cs_section parallax=”false” separator_top_type=”none” separator_top_height=”50px” separator_top_angle_point=”50″ separator_bottom_type=”none” separator_bottom_height=”50px” separator_bottom_angle_point=”50″ style=”margin: 0px;padding: 0px;”][cs_row inner_container=”true” marginless_columns=”false” style=”margin: 0px auto;padding: 0px;”][cs_column fade=”false” fade_animation=”in” fade_animation_offset=”45px” fade_duration=”750″ type=”1/1″ style=”padding: 0px;”][x_image type=”none” src=”http://ctinnovations.com/wp-content/uploads/2017/05/Content-Detail-News.jpg” alt=”” link=”false” href=”#” title=”” target=”” info=”none” info_place=”top” info_trigger=”hover” info_content=””][/cs_column][/cs_row][/cs_section][cs_section parallax=”false” separator_top_type=”none” separator_top_height=”50px” separator_top_angle_point=”50″ separator_bottom_type=”none” separator_bottom_height=”50px” separator_bottom_angle_point=”50″ style=”margin: 0px;padding: 45px 0px;”][cs_row inner_container=”true” marginless_columns=”false” style=”margin: 0px auto;padding: 0px;”][cs_column fade=”false” fade_animation=”in” fade_animation_offset=”45px” fade_duration=”750″ type=”1/1″ style=”padding: 0px;”][cs_text]Exit and Succession Planning

For the entrepreneur business owner, succession and transition planning is not only a complex proposition but also a difficult challenge. Deciding who will succeed the current generation in running the business, while also maximizing and preserving the value of the company built over years, requires careful deliberation and forethought. For the business seller, this can be the transaction of a lifetime.

Selling or transferring a business is a complex process entailing a transition plan setting forth goals, priorities and strategies for success. Given the inherent challenges of the process, it is imperative for owners to identify a team of professional advisers familiar with legal, tax and risk management issues in order to review available choices and make the best decision.

Planning Process

Remember that the sale or transfer of a business is a process and not an event. This process, from planning to execution, can take anywhere from three to five years and entails four phases:

  • Pre-sale
  • Positioning for sale
  • Transaction phase
  • Wealth management

Pre-Sale

The first step in the process is the development of a succession plan establishing the personal retirement goals and cash-flow needs of the retiree owner. The plan should seek to minimize estate and gift taxes but must also provide liquidity to pay these taxes and provide financial independence to the surviving spouse and dependents. The plan should also take advantage of wealth transfer strategies such as gifts, trusts and family partnerships, which can be used during the owner’s lifetime to transfer assets to the family. Planning must also consider any children not involved in the business, to ensure equitable allocation of assets.

Determine the importance of continued family involvement in leadership and ownership of the company. Owners should have a candid discussion with key family members and work through the emotional and sensitive issues, establishing ground rules as to who will be involved and in what capacity, and identifying those who may not be involved in future management. This process has to be done early enough so that it becomes a planning conversation. This will greatly reduce the intense emotions often connected with business transitioning.

The outgoing owner must be committed to a transition timeline and, most importantly, must adhere to the planned departure date. This is critical to assuring the next generation of owner-managers, employees and customers that the founder’s exit is his or her decision and that the transition is a well-thought-out plan and not a reaction to a crisis.

As a retiring owner, you will want to identify a team of professional advisers to help facilitate transition planning and execution. Consulting experts in a variety of specialty areas will ensure that you derive the maximum value from the sale of your business. Make sure that the professionals you select are experienced and qualified to assist you with the transition.

Positioning for Sale

Positioning the business will bring out the “hidden value” to maximize the selling price. It is important to start this process early to be better prepared for the sale.

Make strategic and operating improvements to increase value in the areas of sales, marketing, pricing and innovation. Take a close look at the balance sheet for unnecessary assets; for example, identify any excess, slow-moving or obsolete inventory the purchaser will not want to buy. This leads to estimating the scrap value of such inventory, often to the detriment of the seller. With proper planning, it’s possible you can sell this inventory close to cost prior to the sale of the business.

Review fixed assets. What machinery and equipment are you carrying? Dispose of any assets no longer needed before the sale of the business. Again, you can likely realize more from liquidating those assets than from incorporating them into the deal for your business.

Clearing the balance sheet of any unproductive assets will optimize the return on investment from the buyer’s perspective, thereby maximizing the selling price. A clean balance sheet will also result in fewer items to negotiate.

Don’t overlook the income statement. Identify and adjust for benefits paid to the owner and family members. Review expense classifications carefully and be knowledgeable about unusual or extraordinary non-recurring items. This will result in a better snapshot of the business’s true value.

Review and restructure management to cull a team that is not dependent on the owner for business continuation. This will enable the acquirer to transition into the business while the existing management team effectively carries out the day-to-day operations.

Transaction

The selling process is complex and time consuming. The time invested in up-front planning will help realize the maximum value.

Have an audited financial statement prepared for at least the two years prior to sale. An audit will lend credibility to the financial information being used by the prospective buyer and shorten the due diligence timeline. This is also an opportunity to highlight achievements resulting from changes you implemented and will demonstrate a trend with “clean” financials.

Have a valuation prepared by qualified consultants. The valuation identifies the realistic market value of a business, and enables the owner to align his or her personal and financial goals through the sale. Remember that the valuation does not necessarily translate to the selling price. Much will depend on whether the buyer is a strategic acquirer, a private equity firm or an ESOP (employee stock ownership plan).

Determine the deal structure – is it an asset sale or corporate sale? The type of deal determines the tax consequences for both buyer and seller. This is where the parties need to compromise in order to maximize the tax benefit.

Wealth Management

Once the transaction is done, it’s time to step back, take a deep breath and assess what you have put in place.

Review your estate plan strategy to minimize estate and gift taxes. Address liquidity issues and how wealth should be distributed at death. Consider wealth transfer strategies, such as maximizing annual gifts and use of lifetime exemption, trusts and other tax-efficient mechanisms. Because these planning decisions involve complex questions of tax and law, it is best to work closely with your lawyer and certified public accountant, who can advise you. The better informed you are about the choices available, the better positioned you are to make the best decision.

Consider holding family retreats. Involve and educate family members regarding investing, philanthropy and financial responsibilities. History has shown that in transitioning wealth to the next generation, some families have prospered greatly, while others have seen their hard-earned assets evaporate. The main reason for this is not a lack of estate planning but a failure to prepare the next generation for stewardship.

Conclusion

Selling a business is the final chapter of your years of hard work to build a successful enterprise and recognize the benefits of your investment of blood, sweat, tears and cash. Therefore, proper planning and positioning will not only enhance the value of the business but will also help protect both you and your loved ones.

About the Author

Armand RossiArmand E. Rossi is a partner in the Tax & Business Services division of Marcum LLP’s New Haven, Connecticut, office. With more than 30 years of experience, he provides accounting, tax and consulting services to businesses, high-net-worth individuals and families. You can contact Armand at armand.rossi@marcumllp.com

Marcum LLP is one of the largest independent public accounting and advisory services firms in the United States, ranking 15th nationally. The firm has offices throughout the United States and in the Cayman Islands and China.

Link to PDF

[/cs_text][/cs_column][/cs_row][/cs_section][cs_section parallax=”false” separator_top_type=”none” separator_top_height=”50px” separator_top_angle_point=”50″ separator_bottom_type=”none” separator_bottom_height=”50px” separator_bottom_angle_point=”50″ class=”cs-ta-left” style=”margin: 0px;padding: 45px 0px;”][cs_row inner_container=”true” marginless_columns=”false” style=”margin: 0px auto;padding: 0px;”][cs_column fade=”false” fade_animation=”in” fade_animation_offset=”45px” fade_duration=”750″ type=”1/1″ style=”padding: 0px;”][x_image type=”none” src=”http://ctinnovations.com/wp-content/uploads/2017/04/backtocontentlibrary.png” alt=”back to content library” link=”true” href=”http://ctinnovations.com/access-content-library/” title=”” target=”” info=”none” info_place=”top” info_trigger=”hover” info_content=”” class=”back-image”][/cs_column][/cs_row][/cs_section][/cs_content]

Exit Strategy: Positioning Your Company to Be Sold or Acquired

[cs_content][cs_section parallax=”false” separator_top_type=”none” separator_top_height=”50px” separator_top_angle_point=”50″ separator_bottom_type=”none” separator_bottom_height=”50px” separator_bottom_angle_point=”50″ style=”margin: 0px;padding: 0px;”][cs_row inner_container=”true” marginless_columns=”false” style=”margin: 0px auto;padding: 0px;”][cs_column fade=”false” fade_animation=”in” fade_animation_offset=”45px” fade_duration=”750″ type=”1/1″ style=”padding: 0px;”][x_image type=”none” src=”http://ctinnovations.com/wp-content/uploads/2017/05/Content-Detail-News.jpg” alt=”” link=”false” href=”#” title=”” target=”” info=”none” info_place=”top” info_trigger=”hover” info_content=””][/cs_column][/cs_row][/cs_section][cs_section parallax=”false” separator_top_type=”none” separator_top_height=”50px” separator_top_angle_point=”50″ separator_bottom_type=”none” separator_bottom_height=”50px” separator_bottom_angle_point=”50″ style=”margin: 0px;padding: 45px 0px;”][cs_row inner_container=”true” marginless_columns=”false” style=”margin: 0px auto;padding: 0px;”][cs_column fade=”false” fade_animation=”in” fade_animation_offset=”45px” fade_duration=”750″ type=”1/1″ style=”padding: 0px;”][cs_text]Business Exit Strategy: Positioning Company to Be Sold or Acquired

If you were given a 50 percent chance that your company would fail after acquisition, would you take those odds? What about 75 percent – or even 90 percent? While there are a multitude of risks in starting a company and in making one successful, there can be an even greater risk of failure in being acquired.

That’s sobering news for innovative entrepreneurs and their startups. But it doesn’t have to be that way. Here’s how to put yourself on the plus side of those statistics and favorably increase your odds for a successful exit.

Trends in the Marketplace

It’s no secret that current trends in the marketplace can have a big impact on whether a company is an attractive contender for acquisition. Peter Longo, senior managing director, investments at Connecticut Innovations, says many acquisitions are driven by the markets. “When trends are positive, it’s good for acquisitions; more money is available. But exits can also happen in not-so-great markets, especially in the pharmaceutical markets. Large companies are always looking for growth opportunities, so there is no shortage of opportunities for acquisitions.”

Indeed, with the high cost of entry into many markets and the time it takes to start a new company or division complete with top development talent, companies instead look for acquisitions that can help now rather than later, especially to fill one or more gaps. “Acquiring synergistic and complementary products or solutions can create significant value for the acquirer,” notes Eric Rosow, founder and former CEO of Premise Corporation and now chairman of ReadyDock and president of Scry Health. “They look at the opportunity to get into new markets or acquire new customers that the buyer may not have any relationship with. The buyer may not have a presence in a particular market or with certain customers, but that could be improved by acquiring another company’s products, people and customers.”

To that end, one of the most important rules of the acquisition game is to build a company that someone wants to buy rather than one you want to sell. Often a CEO or management team becomes too preoccupied with selling a company rather than continuing the solid work of making that company the best in its field.

Staying focused on running the business in the normal course will attract buyers. “There is nothing more important than good performance. When companies lose momentum or suddenly have problems in the business, either transactions fail or valuations are reduced,” says Gary Mathias, managing director, Carter Morse & Mathias, and CFO and board member of Thetis Pharmaceuticals. Staying the course and doing the things that have brought you to a profitable and enviable position in the marketplace is a priority.

David Wurzer, executive vice president and chief investment officer at Connecticut Innovations, agrees. “It’s not about yelling louder. It’s about building a company that a buyer will say is doing all the right things, and it would be easier to buy it than build it from the ground up. Buying often eliminates barriers to entry and lowers the risk. That’s what buyers are looking for: a better mouse trap.”

Looking for a Strategic Fit

Your chance for acquisition success has much to do with strategic fit. It’s not just about making the most from your exit strategy, although negotiating a good deal is certainly a top goal. You need also to remember that this is a company that you and your management team have built from the ground up. You’ve hired great talent, developed innovative products or services, and cultivated an enviable reputation among your peers. A bad fit can ruin both the acquirer and the acquiree and leave customers, and employees, with a sense of betrayal.

Rosow, who sold his healthcare company, Premise Corporation, in 2008, says that strategic fit was one of the most important things to remember while positioning his company for sale. “For me, there was never any doubt that I wanted to sell to the right buyer. When we were considering buyers, I made sure we looked at fit. Did the buyer have the same vision? Did it see things the same way we did? Did our culture fit with the buyer’s culture? Premise had a very open culture where a balance between employees’ personal lives and work was important in creating a productive work environment. I wanted to make sure that, for the most part, that would remain intact.”

For Premise, the acquisition worked well. It gave the company an international reach that it might not have gotten on its own, and it gave the buyer innovative products highly valued in the industry. Not all mergers or acquisitions are as successful. Consider the disastrous acquisition of AOL by Time Warner. Five years after the merger, Time Warner unloaded AOL, losing billions in value and with nothing to show for the partnership. Poor fits don’t survive; more often they implode.

If an acquisition is part of your exit strategy, make your company attractive to potential candidates, but keep your options open. While strategic buyers – those who have a working knowledge of your type of business or those in your industry – may be ideal and could offer you the most lucrative deal if you have the critical capabilities needed by the acquirer, don’t rule out private equity buyers. These potential buyers often have deep pockets. Keep in mind that private equity buyers are concerned mostly with EBITDA, or cash flow, and will use debt financing to pay for part of the acquisition cost.

“If someone comes to a CEO and is interested in buying his or her business, the CEO should be receptive to talking. It’s never a bad idea for CEOs to talk about their companies,” says David Audibert, a former managing director of investments at Connecticut Innovations. “That’s business development and good practice. Listen to a potential exit opportunity, and be open-minded and flexible. But don’t give too much information; be protective.” Indeed, when it comes time to reveal information, you need to be comfortable with the people you’re talking with. You need to vet all interested parties and understand their businesses and motivations.

Beware the Wormhole

While you vet the buyer, the buyer is going to vet you. Being prepared in all ways financially and operationally will put your company in a favorable light. “You want to be bought, not sold,” says Longo. “The best premiums are paid when a buyer just has to have your company.” If you’re not prepared, it will be readily apparent. But don’t make matters worse by overselling or overstating your company’s position. “You’ll find yourself down a wormhole pretty quickly if you’re stating or portraying things inaccurately,” says Audibert. “Everything comes out during due diligence.”

Why risk everything you’ve built? Not every company is perfect, so if there is a hiccup or two in your performance history, bring it on. As an investment banker, Mathias has seen a range of weaknesses and strengths in the more than 50 M&A transactions he has handled. He recommends clients get clarity about post-closing integration to avoid critical failures that can impact customers, suppliers and employees. Additionally, he advises seller clients to avoid buyout transactions that overly leverage a company. While leverage can help make a transaction happen, it can preclude taking advantage of growth opportunities in the future and also increase risk of business failure if the company hits a bump. What about these concerns? Mathias says to “find an acquirer that has been there before, who has a strong record of working with management teams to integrate the business and has seen companies through tough times without running for the exit.”

What this all boils down to, again, is the critical focus on building your business. You can’t lose sight of creating value. An exit strategy is years in the making and not something to take lightly. “Start preparing years ahead, identify the likely strategic buyers and build the company accordingly,” says Mathias. “Hire good accountants and lawyers along the way to make sure your house is in order, build strong management teams, make yourself expendable, invest in systems to track key financial and operating metrics, and drive performance based on these metrics.”

This good advice will likely keep you from tumbling down the wormhole.

Ask for Directions Along the Way

No one knows everything. Although it’s tempting to try to oversee and control every facet of your exit strategy and positioning process, it’s much wiser to ask for help. In fact, building relationships with other CEOs or management teams might bring you in contact with future buyers.

Wurzer says that third-party opinions, especially relative to market position, are important. “Setting a strategy that’s coming from an independent view is very helpful and removes much of the emotion. Often CEOs can be sensitive about how they stack up to the competition, but an honest appraisal, where an advisor can detail what the company is good at and what the competition might be doing better, is necessary. Get that advice earlier in the game rather than later. It’s easier to work an acquisition if it’s not a fire sale.”

Rosow agrees that there is nothing wrong with having confidence and optimism, but not so much ego that you can’t ask for advice. “It really does take a village. I’m not the type of CEO who knows everything. I am constantly reading trade journals and business content and talking with and learning from other CEOs and founders. They, along with board members, are a great source of ideas and points of view.”

You’ve worked hard to build your business and plan a favorable exit. The upside to acquisitions can bring numerous tactical and market advantages to the buyer and huge strategic advantages to you, as the seller. If you understand your business thoroughly and keep your focus on creating value through great management, a sustainable market position and margins, recurring cash flows, and diversified revenues, you’ll be better positioned for a successful and profitable exit.

NOTE: Special thanks go to several individuals who were interviewed for this article and whose insights are incorporated herein. They are:

  • David Audibert, former managing director, investments, Connecticut Innovations
  • Peter Longo, senior managing director, investments, Connecticut Innovations
  • Gary Mathias, managing director, Carter Morse & Mathias, and CFO and board member of Thetis Pharmaceuticals
  • Eric Rosow, founder and former CEO of Premise Corporation and now chairman of ReadyDock and president of Scry Health
  • David Wurzer, executive vice president and chief investment officer, Connecticut Innovations

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