Once you receive Indications of Interest (IOIs) from prospective buyers of your company, the next step is a first-time meeting with each potential buyer. This management meeting is a conversation—the buyer wants to learn more about your vision for how your company can grow, and you want to learn whether they are the right buyer to lead your business into the future. Through this conversation, you’ll also set proper expectations for your proceeds at closing. Ultimately, the goal of the management meeting is to entice the buyer to submit a Letter of Intent (LOI). For more on LOIs, please see our article Key Terms to Know When Negotiating a Letter of Intent.
From Introductions to Specifics: Start with Dinner
Consider inviting the prospective buyer to dinner the night before the management meeting. The dinner allows for an informal introduction and a way to break the ice as you get to know each other’s histories and personalities. The conversation during dinner is less focused on your business and more focused on high-level information about your company and the buyer’s background. It’s also a great time to gain a better understanding of your respective cultures to see whether they are a good fit. You want to ensure that whoever takes over your company understands your business and will be the right steward after your departure.
Once you’ve gotten to know each other at the dinner, you’ll be able to focus effectively on specifics at the management meeting the next day. The conversation will continue to be fluid, but you’ll want to ensure you cover the following topics in order to highlight your company’s value and the opportunity it presents to the buyer.
Discussion Points: Cover the Essentials
You’ll need to provide an update on the company’s financial performance since issuing the confidential information memorandum (CIM) to the buyer, to show the current trailing-twelve-months (TTM) revenues and EBITDA. This conversation will allow you to discuss how your business is on track to meet your projections. You’ll also update the buyer on the status of your revenue drivers: your backlog/pipeline, contracts, new capabilities, and new product launches. If anything has negatively affected your financial performance, you will also want to disclose this.
You may disclose the names of your largest customers and vendors; however, if the buyer is a competitor, you might decide to keep these confidential. In either case, you will still need to discuss the length of your relationships with these entities and who within your team manages them. If you are the manager of these relationships, you’ll need to discuss how you can smoothly transition this responsibility to someone else within your team—and reassure the buyer that you’ll stay with the business long enough to transfer these relationships.
Highlight your vision for the company’s growth. The CIM provided the buyer with information on how you brought your business to this point and a brief overview of where you see your company going. Here’s your chance to show how new ownership can fully realize the business’s potential. You can share new products or service offerings you are trying to roll out or new efficiencies you have identified that could make your company even more profitable. Spotlight all new geographies where the company could expand through existing or new customer opportunities. These growth opportunities will show that you remain excited and engaged in your industry and will spark the buyer’s interest too.
Discuss businesses or competitors you think would make good acquisitions in the future to further your company’s growth potential. Discuss the additional marketing you would undertake if you had more resources at your disposal. A buyer will want to see how quickly they can get a return on their investment. Show them a clear path to this return, and you’ll solidify their interest.
A buyer will want to understand your existing organizational structure and to identify the key members of your management team. Be ready to name the individual(s) who could take over for you. Showcase your management team’s strengths but be honest about their ability to manage without you at the top. Highlight the steps you have taken over the years to mentor and coach your team into leadership roles. If you feel confident your team can fully assume your duties and maintain the business’s success, be sure to point that out.
However, if you think the buyer will need to recruit one or more new team members, address that now. You must be realistic with the buyer, because after a deal closes, you will work with the buyer to ensure a smooth transition for you to exit the business altogether. If additional team members are needed to expand the business and allow you to transition out, the buyer must be prepared to make those accommodations.
The Facilities Tour: Highlight Key Areas
In addition to the time you’ll spend in discussion, you’ll most likely give prospective buyers a tour of the facilities, since, in most cases, the buyer will be acquiring either the building or the lease for the premises your company occupies. The offices your staff use aren’t especially important, as they don’t produce your profits. The areas you’ll want to focus on are, for example, the staging bays that allow the trucks to be quickly loaded in the morning or the strategic locations of your machinery that facilitate the smooth assembly of your products. A facility tour allows you to showcase each functional area of the business and its efficiencies.
Buyers will also be looking at the facility’s safety features and considering any improvements or upgrades that will need to be completed. Point out recent upgrades or other critical facility features that support the company’s success. It’s crucial for the buyer to see and understand these operational areas to decide whether they can gain efficiencies, can continue operations as they are, or need additional space to grow the business. You have always viewed your facility based on your growth model, but a buyer will view your facility for its potential to grow the business according to their goals.
Chemistry: Trust Your Intuition
No one knows your business as well as you do, so only you can tell whether a buyer has the right personality to take it over. You have worked hard building your business and want to see it do well after you sell it, and not all buyers have the right demeanor to ensure that happens. You know the personalities of your workforce and your customers; how will the prospective buyer’s team interact with them? How will your customers view the buyer sitting across the table from you?
Most buyers are good salespeople and can mesh well with different personalities, but sometimes a buyer who just isn’t the right fit will come to the table. Trust your intuition, and pay attention to how buyers treat you and others in the meetings. It’s OK to leave a management meeting and decide you don’t want to sell your legacy to a specific buyer if their personality doesn’t sit well with you.
Buyer Transition Goals: Ask Questions
Just because you are selling your business and seeking an exit doesn’t mean you shouldn’t ask questions. Your meetings with prospective buyers are conversations, not one-way debriefings. Ask the buyer to describe their growth strategy. Will they commit additional resources to recruit and grow the business after they invest in it? Will they be actively involved in the business or be hands-off?
Some buyers have an integration team and can walk through how they see the combined businesses. These groups can outline what they expect post-acquisition regarding your responsibilities, who you will report to, and what types of reports and KPIs they will be looking for. Some buyers won’t have a dedicated integration team and will work with you and your existing management team to train or recruit your replacement.
If a buyer asks you to roll over equity, find out when they plan to exit, as part of your proceeds will be tied up in the business until they do so. The timeline for another sale could be longer than you want to stay, and that’s an important consideration when contemplating the buyer’s offer.
Beginning of Something New
An investment banker can help you craft your talking points for the management meeting and create a presentation that will guide all parties through the day. The dinner and the management presentation should be exciting rather than stressful. After all, you get to spend hours talking to prospective buyers about something you love—your business. The right buyer will mirror your passion for the industry and the growth potential of the business. When that happens, the management meeting is just the start of the relationship.
Hiring professionals to represent you and address the minutiae of negotiations on your behalf going forward will ensure that these potentially stressful details don’t undermine the excellent rapport you establish in that foundational meeting.
Your first objective is to obtain an LOI with a strong valuation for your business on terms you are comfortable with. When you receive the LOI, you might feel like you’re done with the hard part, but in reality, it’s just getting started. The following 60 to 90 days will require serious due diligence. This will be a busy, tiring time, but a team of professional advisors in your corner can significantly ease the burden and make sure everything is done right. And when you close with the right buyer, the result will be well worth it.