Transcript here
How to Prepare to Sell Your Business
Presented by: 1800 Century Park East Suite 600 Los Angeles, CA 90067 Tel: (310) 229-5709
David J. Iannini
Chairman, President & CEO Cell: (602) 327-3803 [email protected]
Sara Allen
Director Cell: (760) 219-8840 [email protected]
Gregory Andrews
Managing Director Cell: (949) 351-2288 [email protected]
Matt Dawson
Senior Vice President Cell: (205) 365-7643 [email protected]
Proprietary & Confidential © Copyright 2010, William and Henry Associates, All Rights Reserved, Including The Right Of Reproduction In Whole Or In Part In Any Form.
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
William and Henry Associates
William and Henry Associates (“WH” or “William & Henry”) was founded in 2001 to better meet the merger, acquisition and corporate finance advisory needs of private, entrepreneurially owned and operated businesses WH focuses on arranging value-optimizing mergers & acquisitions for lower- and middle-market companies Maximizing
both
deal price
and
deal terms WH professionals have completed over 300 merger, acquisition and sale transactions with an aggregate value of over $20 billion Also privately places equity and debt securities to finance expansion (e.g., new products, facilities, etc.), management buyouts, corporate recapitalizations and restructurings, as well as performs business valuations/renders fairness opinions WH professionals have raised over $5 billion of senior/subordinated debt, and preferred/common stock in the public and private markets Typical clients are premier, entrepreneurially owned and operated, lower- and middle-market growth companies Also experienced in issues surrounding the sale of publicly-held businesses, i.e., take-private transactions Extensive track record of
creating
significant incremental monetary value from M&A and financing transactions Professionals are highly experienced professionals from a complement of backgrounds, including bulge bracket investment banks (
Salomon Brothers, UBS, CSFB
); middle-market investment banks (
Wertheim Schroder
,
Barrington Associates, Greif & Co., McGladrey Capital Markets
); public companies (
Channell Commercial Corp.
(NASDAQ: CHNL),
VIAD Corp.
(NYSE: VVI),
Macquarie Americas Parking Corporation
(NYSE: MIC),
American Medical International
(NYSE: THC),
Herbalife International
(NYSE: HLF) and Accounting/Consulting firms (
Arthur Andersen & Co., Deloitte & Touche
)
2
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
When to Involve an Investment Banker?
Representative Scenarios In Which An Investment Banker May Be Helpful
Owner expresses an interest in selling his business Owner nearing retirement age with no apparent successor in the family/management team Company represents significant portion of the owner’s net worth. Owner wants to diversify his holdings and sell a portion or all of his company Owner desires a financial partner and wants to stay with the company, grow it and get a “second bite at the apple” Owner desires a full sale to a strategic partner with a minimal role going forward Serial entrepreneur that built business to critical mass and is looking to “cash in” and move onto the next venture Business partners/family members that have philosophical differences and some or all of the owners want to cash out Owner needs expansion capital but does not have incremental debt capacity Owner death or divorce Owner is looking to acquire another company Good business with too much leverage that needs an equity investment to strengthen/recapitalize its balance sheet Owner would like to transition ownership of the company to its management team/employees
3
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
Unlocking Value
William & Henry are experts at navigating the tangled web of complexities inherent in every M&A transaction Investment bankers have
measurable report cards
when it comes to the success of a transaction – particularly in the case where there is an offer on the table prior to our engagement William & Henry has been in dozens of situations where a client has an existing offer from a potential buyer prior to engaging William & Henry to conduct a market test or formal sales process In nearly every case, William & Henry was successful in creating
incremental value
for our client, over and above the original offer value, as demonstrated on the next two slides “Obstacles are those frightful things you see when you take your eyes off your goal.”
– Henry Ford
4
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
Why
William & Henry
?
Representative
William & Henry
Transaction Premiums
WH Value Increased vs. Prior Offer
($ in millions, except per share data)
$8 $8 $15 $15 $20 $20 $25 $28 $35 $35 $45
5
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
Why
William & Henry
?
Representative
William & Henry
Transaction Premiums
WH % Incremental Value vs. Prior Offer 900% 20% 29% 50% 50% 50% 67% 80% 88% 200% 350%
6
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
Preparing to Sell Your Business – Key Highlights
Preparing an exit strategy is just as important as preparing your business plan Don’t wait too long to sell But take your time – don’t be in too much of a hurry Start the process early Get your house in order Try to see it from the buyer’s point of view Make yourself less central to the business’s success Meanwhile, keep focused on running (and growing) your business
Get professional assistance Even if a deal comes, be prepared to say no
7
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
Consider Timing Sooner Rather than Later
Don’t Wait Too Long To Sell
Many business owners wait until the last minute to try and sell their business.
They wait until the business is stagnating, or until they are exhausted with running the business.
In fact, the best time to sell is when business is booming!
But Take Your Time – Don’t Be in Too Much of a Hurry
If you are in too much of a hurry to sell, you will probably leave a lot of money on the table.
Buyers – especially sophisticated larger corporations – will likely sense your urgency and will take advantage of it in the negotiation period.
8
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
What You Should ALREADY Be Doing
Preparing for a sale of your business begins the same day you begin preparing your business plan Getting your house in order from day one will facilitate a cleaner sale process later on – and may add incremental value in the eyes of investors Considerations from
DAY ONE
should include: Structure of the organization – C-Corp vs. S-Corp vs. LLC Financial reporting – monthly, quarterly and annual reports Preparation of year-end reports – audited financials, reviewed financials or year end inventory counts Personal expenses – it is not uncommon for privately-held companies to run certain “personal” expenses through the organization. However, these expenses should be carefully accounted for and separated so they may be “added back” prior to any future valuation of the business.
Surround yourself with a team of experts who have experience dealing with issues you will no doubt encounter – everything from intellectual property protection to tax and estate planning
9
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
Valuation – What’s Your Business Worth?
Most business owners have no idea what their business is worth Selling a business is both art and science, and in no other area is this more evident than the valuation While every seller wants to achieve maximum value, setting an asking price that is too high signals to buyers that you may not be serious about selling While there are a number of methods used to value a business, the most common formula for smaller transactions is a multiple of earnings/EBITDA This type of market-based valuation involves recasting profit-and-loss statements — adding back excess salaries, perks and nonrecurring expenses — to find the true earnings (EBITDA) of the business and then using comparable data for similar businesses to arrive at an appropriate multiple Comparable data comes from both publicly traded companies with easily accessible financial information, or from similar transactions with publicly disclosed multiples Another common valuation methodology is based on the sum of two parts, using a discount rate appropriate to the company in question: 1.
2.
Sum of the future cash flows, discounted back to present value Multiple of a “termination” EBITDA, discounted back to present value Finally, financial buyers (a.k.a. private equity shops or financial sponsors) will value the business by determining the amount of debt they can service with the company’s cash flow, and then completing the capital structure with a reasonable equity component that will allow for an acceptable return at exit in 5-7 years
10
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
Avoid Common Pitfalls
Insufficient Preparation Pricing Problems -
Inexperienced sellers have a tendency to set a price (usually on the high side) before they've determined value
Unwillingness to Leverage Professionals -
running your business--not selling it You're an expert at
Failure to Pre-Qualify Buyers Breaching Confidentiality -
A good investment banker will know how to simultaneously market your business and maintain strict confidentiality
Misrepresentation -
As a seller, you want to portray your business in the best possible light. However, there is a big difference between representing your business in the best light and misrepresenting your business to prospective buyers
Missing Numbers -
There is nothing that destroys credibility faster than missing numbers during the process
Overconfidence -
Portraying too much strength too early on in a selling process can result in a “broken auction”.
Failure to Address Transition Issues -
Many owners are so focused on selling their business that they completely neglect the transition process that will occur after closing
11
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
Professional Background – David J. Iannini
“I never did a day’s work in my life. It was all fun.”
– Thomas A. Edison
David J. Iannini, Chairman, President & CEO Mr. Iannini has over 25 years of investment banking/financial experience. He has held senior positions at Salomon Brothers, Schroder Wertheim, Barrington Associates, a division of Wells Fargo Securities and Greif & Co. During his career, Mr. Iannini has executed over 200 transactions for both large capitalization public companies such as Avon Products, Xerox, Eastman Kodak, Toys R Us, Hilton Hotels and Textron as well as for small and medium-size entrepreneurial and private businesses. In terms of mergers and acquisitions, Mr. Iannini has worked on both domestic and cross-border transactions including the sale/restructuring of Security Pacific Asia Bank Ltd. for Bank of America, the sale of Avon’s Direct Response Division, Textron’s acquisition of Cessna and the sale of the Petrie stake in Toys R Us; among many others. He has expertise in completing transactions in a variety of industries including consumer products, aerospace/defense, consumer services, manufacturing, distribution, technology, business services, retail, hospitality, healthcare and financial services. Middle-market transactions completed by Mr. Iannini include the sale/recapitalization of Intercontinental Art to Madison Dearborn, the sale/recapitalization of KBell Socks to Compass Equity, the sale of Arrow Paper and Food to U.S Foodservice, the sale of Entertainment Data to AC Nielsen, the acquisition of Bushman’s of Australia by Channell Commercial Corporation, the acquisitions of RMS Electronics, Standby-Electronics (Canada) and A.C. Egerton Holdings PLC (United Kingdom) by Channell Commercial Corporation as well as the acquisitions of Meridian Technology and Carbon Copy Ltd. by Microcom; among many others. In terms of financing, Mr. Iannini has worked on transactions, which have raised over $5 billion of public and private common equity, preferred equity, senior debt and subordinated debt.
Mr. Iannini also has significant experience from the “client” side of transactions. He was treasurer and vice president of corporate development at Viad Corp (NYSE:VVI), a $3 billion conglomerate, and directed a team of investment bankers from Lehman Brothers and Salomon Brothers in the $1.8-billion spin-off of MoneyGram. At Viad, he was the Chairman of the Investment and Acquisition Committees. His treasury duties included the management of the Company’s $7 billion securities portfolio, pension plan, working capital/cash management in addition to his responsibilities for the Company’s capital markets activities including the commercial paper program, medium term note program and the successful completion of a new $425 million revolving credit facility with a syndicate of fifteen major domestic and international banks. In addition, he served on the Board of Directors of Channell Commercial Corp (NASDAQ: CHNL) where he was a member of both the Audit Committee and Compensation Committee.
Mr. Iannini has also served as an adjunct professor of accounting at UCLA. He has spoken at various industry and trade show events such as the Association for Corporate Growth and American Electronics Association. Prior to his career executing strategic transactions, Mr. Iannini was a senior accountant with Arthur Andersen & Co. where he earned his CPA accreditation. He has a BS in Accounting, Magna Cum Laude, from the Carroll School of Management at Boston College as well as an MBA, Summa Cum Laude, from the Andersen School of Management at UCLA. Mr. Iannini is a Registered Principal of the Financial Industry Regulatory Authority (FINRA). Mr. Iannini is an avid college football fan and in particular all sports relating to Boston College.
12
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
Professional Background – Gregory Andrews
Gregory Andrews, Managing Director Mr. Andrews is a financial and operational executive with over 25 years of experience maximizing the value of organizations through strategic transactions, strategy development, improving processes, maximizing cash flows and capitalizing on core business competencies. He has a broad knowledge in retail, wholesale distribution, financial services, e-commerce, infrastructure services, business services, and professional services. Mr. Andrews' areas of expertise include: Private Capital, Venture Capital and Debt Financing / Strategic Planning / Business Integration / Process Improvement / Cost Recovery / Human Resources / Financial Modeling / Zero-Based Budgeting / Forecasting / Consumer Finance / Accounting / Finance / Internal Audit. Mr. Andrews has worked in both public and private companies and has completed several financial turnarounds.
As CEO/CFO for Macquarie Americas Parking Corporation, the division of NYSE- listed holding company (NYSE-MIC), expanded the company from eight locations to 30 through acquisitions totaling $130 million, increasing revenues from $20 million to $80 million in three years. Mr. Andrews facilitated the successful IPO of the holding company (MIC) in 2004 after integrating three portfolio companies into one operating unit and reducing SG&A expenses by $1.5 million. As Regional Managing Director of a wholly- owned subsidiary of Manpower, Inc., a $12 billion NYSE-listed company, he successfully turned around a regional office. He initiated several new service offerings and participated on a National Task Force in the development of new profit recovery methodologies that resulted in $500 million in savings. As Chief Financial Officer for a subsidiary of Guitar Center, Inc., a $900 million NYSE-listed company, he spearheaded the integration of four Internet technology businesses and raised three rounds of venture capital funding. As Chief Operating Officer of Hyett Corporation, a closely held retail chain, he successfully completed the financial turnaround after ninety days and grew revenues and profits by 300% in under three years. As Executive Vice President - CFO of Central TV Furniture and Appliance, a closely held retailer, he formulated the strategy to leverage its captive finance company into travel, insurance, rent to own and auto dealerships. The captive finance unit, Central Finance Acceptance Corporation was later spun off and taken public.
Mr. Andrews earned an MBA from the Andersen School of Management at UCLA, where he graduated Summa Cum Laude. He received a BS in Accounting from the Carroll School of Management at Boston College, where he graduated Magna Cum Laude. He is a former Manager with Arthur Andersen & Co. and has earned his CPA accreditation.
13
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
Sara Allen, Director
Professional Background – Sara Allen
“I would rather trust a woman's instinct than a man's reason.”
– Stanley Baldwin
Sara Allen has nearly a decade of experience in investment banking. She has participated in dozens of corporate finance transactions including cross-border and domestic mergers & acquisitions, corporate divestitures, leveraged buyouts and the sale of private and family-held businesses. Prior to joining William and Henry Associates, Ms. Allen served as a Vice President at Greif & Co. for more than two years. Prior to that, Ms. Allen was as an associate director in the Los Angeles office of UBS Investment Bank. Ms. Allen joined UBS’s Mergers & Acquisitions Group in 2002 and spent four years in its New York office before transferring to Los Angeles. Within Mergers & Acquisitions, Ms. Allen was part of the Exclusive Sales and Divestitures Group, focusing on middle market sell-side advisory.
Ms. Allen has completed transactions in such industry verticals as consumer products, chemicals, energy, oil & gas, paper & packaging, telecommunications, media, technology, real estate, business services, automotive and general industrial. Representative transactions include the divestiture of Alcoa's specialty chemicals division to Rhone Capital LLC; the negotiated sale of Case Logic to Thule; the sale of Equis Corporation to United Group Limited; the divestiture of United Rentals' highway technologies division to Oak Hill Capital Partners and Wynnchurch Capital; the divestiture of CITGO Asphalt Refining Company to NuStar Energy; the sale of Assessment Technologies Institute to Jones and Bartlett Publishing, a portfolio company of Providence Equity Partners; and the sale of Arthur Dogswell LLC to TSG Consumer Partners.
Ms. Allen holds a BS from Cornell University’s School of Hotel Administration. Ms. Allen is a licensed commercial fisherman and enjoys hunting, hiking, surfing, traveling and drinking fine wine. Ms. Allen is a Registered Representative of the Financial Industry Regulatory Authority (FINRA). Ms. Allen is an inducted platinum member of the National Association of Professional & Executive Women (NAPEW).
14
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.
Professional Background – Matt Dawson
Matt Dawson, Senior Vice President Matt Dawson is a Senior Vice President with William and Henry Associates and possesses over six years of financial advisory and corporate finance experience. Mr. Dawson has participated in a variety of engagement, including mergers and acquisitions, private capital placement and strategic advisory services. Prior to joining WH, Mr. Dawson was a Senior Associate with Barrington Associates, a division of Wells Fargo Securities. Mr. Dawson has worked with companies in numerous industries, including healthcare; consumer products; agriculture and food research; maintenance, repair and overhaul (MRO) services and electronics. He lead the day-to day execution on the sale of Nix Check Cashing to Kinecta Federal Credit Union and was on the teams that completed the sale of Westbread to Monsanto, the sale of Spencer N. Enterprises to Ancor Capital and the sale of Pasternack Enterprises, Inc. to Windjammer Capital. Before joining Barrington Associates, Mr. Dawson played professional football with teams in the NFL and Arena Football League. Following his freshman year the United States Naval Academy, Mr. Dawson transferred to the Wharton School at the University of Pennsylvania. While at Wharton, Mr. Dawson was a member of the varsity football team and received a bachelor of science in management and finance. Mr. Dawson is avid motorcyclist, outdoor enthusiast and licensed pilot. Matt is a Registered Representative of the Financial Industry Regulatory Authority (FINRA).
15
Securities products and services offered through Innovation Capital, LLC. William and Henry Associates and Innovation Capital, LLC are separate, independent entities.