Businesses preparing for sale get the advice they need to exit smoothly.
A fire alarm started to blink in a meeting room at the Renaissance Columbus Downtown Hotel as Taft Stettinius & Hollister and Clark Schaefer Hackett hosted an event on creative exit strategies. But the event wasn't on fire drill exit plans-it was on educating businesses about how to transfer ownership successfully-and luckily, no one needed to exit the room.
The know-how for transferring ownership of a business is crucial, even more so because it's a topic few want to discuss, according to Caryn Kaufman, event speaker and attorney for Taft Stettinius & Hollister's business and finance group.
"Many businesses don't like to think about succession planning. For one thing, it brings up issues that are generally not talked about: death, disability, retirement," says Kaufman. "The other thing, it raises issues that maybe you already realized-like there's a gap in management."
Despite the reasons as to why the topic is avoided, planning ahead of time makes transitions smoother, but there are many permutations for how a transfer can happen, giving current business owners a lot to catch up on.
According to Kaufman's presentation, evaluating the taxes of assets versus stock before making a sale offer to a third party is a wise decision.
"Sellers typically want to sell stock and buyers typically want to buy assets. It has to do with liabilities for the buyer. If they take the stock, you typically take everything and the documentation is much simpler," says Kaufman. "In assets, you have to list all of the assets you are going to buy plus all of the assets you are going to assume."
Sean McGrory, event speaker and shareholder at Clark Schaefer Hackett, recommends performing sell-side due diligence so that a business has no surprises when prospective buyers are looking into your company's history and framework.
"It's sort of like doing the house inspection before you sell your house and put it on the market. You want to know: Is there some major mechanical problem or foundation issue that's going to come up?" But sell-side due diligence isn't all about discovering bad news.
"You also want to find out the positive as well as negative adjustments to EBITDA, which is cash flow earnings before taxes, depreciation and amortization," says McGrory. "Certainly, a financial buyer and increasingly for a strategic buyer-really for any buyer that's spending money-they want to get a very good handle on what cash flow of the business is."
Then, there are fundamental considerations when preparing a business for sale, such as the future owners.
According to McGrory, giving partial ownership to a management team has its problems. "The management team, they haven't been owners. They're in a business that requires leverage…They don't have the personal net worth that the owner that exited has, so their personal guarantees aren't going to go as far. Then, there's an issue with bonding," says McGrory. "As Caryn (Kaufman) said, these issues are difficult to talk about."
To see live tweets from the seminar, check us out on Twitter: @columbusceomag