An Entrepreneur's Guide to Exits

by Tim Chapman - Thursday, 30th August 2007

You’ve got a great business, or the makings of a great business, but there comes a time when you need, at the very least, to consider selling it. It may be a business that you or your family have been running for decades, but now it’s time to retire, or pass the business on to other hands. Or it may be a hard-won entrepreneurial venture, but you want to take the wealth you’ve created and put it to work elsewhere. Maybe you see consolidation coming up in your sector, or realise that your business needs other skills to take it to the next level.

Whatever the circumstances or the sector, you’ll want to maximise the value you get out of your business while ensuring its success after you’ve let go. As Howard Leigh and Hugo Haddon-Grant, managing directors of business sale specialists Cavendish Corporate Finance, have found through years of experience, there are a few eternal truths about selling a business.

Consumer Icelandic group Baugur pays a 37% premium for Whittard Fact: £21.5m valuation for tea group was almost ten times operating profits.

While most industries are affected by the swings of general confidence, the consumer sector is in the front line. Although it’s enjoyed a debtfuelled boom in recent years, 2005 saw increasing warnings about a slowdown or even a slip into recession, and the year ended gloomily. But consumer surveys are showing more confidence for 2006, and that’s good news for sellers, says Jonathan Buxton, head of Cavendish’s consumer group. “If you’re selling a business when you’ve come through a difficult market well, your saleability is quite dramatically increased.”

The sector is currently a busy one for acquisitions, with sales split between trade buyers and private equity. If a company has control of its own distribution channels or has strong brands, it will be of greater interest to a private equity buyer, Buxton notes. “If you’ve just got trade buyers interested, you’ll get a satisfactory sale, but if you’ve got private equity involved you’ll generally get a much higher price,” he says. Current sales valuations range from seven to eight times earnings for a classic retailer, or up to three times turnover for a niche branded manufacturer such as babycare products group Cannon Avent (products pictured below), sold by Cavendish in 2005 for over £300m. Whatever the sector, warns Roger Colwill, head of consumer at 3i, there must be an upside. “Trying to sell a consumer company that has run out of organic growth or new store opening opportunities is a recipe for frustration and a disappointing price.”

Retailers selling their own branded goods are particularly favoured. Recent examples handled by Cavendish include fashion chain Phase Eight and bed linen group Dorma, whose concession operations proved highly attractive. The latest sale was Whittard of Chelsea, completed in January. The original intention of the publicly-quoted tea and coffee retailer group (see left) was to make acquisitions and joint ventures of its own, but in the process of reviewing its strategic options, Cavendish identified interest from Baugur Group, the acquisitive Icelandic retail conglomerate, which was interested in economies of scale within some of its own UK retail operations; and valued the share capital of Whittard at £21.5m, a premium of 37% to the share price of Whittard prior to the offer.

Valuations aren’t always this high. Generic manufacturers and consumer brands who sell through the multiple retailers are viewed as high risk by private equity buyers. Consolidation is more likely, as in the sale of vegetable grower JJ Barker to rival group MBN Bomford.

“You’re seeing mergers where suppliers are consolidating to give them the power to negotiate on more equal terms with the supermarkets,” says Buxton. Consolidation is also on the cards for fast-moving consumer goods, driven by the large players such as Unilever. Other areas likely to see activity are foodbased quality pubs, where a number of small operators are looking to expand their portfolios.

Travel and related areas of leisure are also due a revival. “There’s a number of mid-sized quality operators who’ve been developed on the back of the internet,” Buxton notes. “As they develop, I think there’s going to be a lot of consolidation happening in that sector.”

The first is a simple one:

Selling your business is OK
“Whereas 20 years ago, selling a business might have been perceived as a sign of failure, now it’s completely the reverse,” Leigh says. “These days, people start a business with the objective of selling it because they want to make capital.”

With businesses typically sold for ten times their annual profits, or more, that equates to ten years of reward. Selling a successful business is clearly a good way to maximise your reward – especially given the taper relief that means you pay only 10 per cent tax. If you can start, build and sell a series of businesses, that’s the path to serious money.

You do need to think through your objectives – what you want for yourself and your business. “It’s very easy to carry on with your head down running your business, making good money and enjoying it,” Leigh says. “You do need to spend some time thinking through your strategy, and be clear in your mind that there’s an opportunity to realise a sum at a very low tax rate. You don’t want to miss that.”

Knowing when to sell is largely gut instinct. “It’s often dictated by a shrewd entrepreneur who feels the air and just senses the business is approaching a peak,” says Leigh. Even so, advice – from your peers as well as the corporate finance specialists – is invaluable.

It’s worth getting your business ready even if you’re not actively seeking a sale. Edward Atkin, founder of babycare group Cannon Avent, sold his business to Charterhouse for £300m in 2005. He’d nurtured a contact at the private equity firm for many years, and a sale was never far from his mind.

“If there’s even a one per cent chance of selling a business, you’ve always got to plan for it, because when the opportunity comes you have to be ready to take it,” says Atkin. “Everyone should always be sale minded.”

Preparation is vital
“Of course, some people will run a business in a way that isn’t ideally geared up for a sale, in which case you’ll need preparation time,” says Haddon-Grant. Most of what can be done is simply good business practice, just redirected slightly.

“You cannot just wake up one morning and expect to sell your company that afternoon,” Atkin says.

“When the due diligence process comes, it has got to be absolutely faultless. If you have got anything that’s a problem, everyone will have wasted an awful lot of time and money.”

Firms can contact advisors as early as three years before they want to complete a sale – five years is not unknown. At the very least, expect a sale process to take at least six months of your time.

The sale of luxury stationery group Frank Smythson was one of the quickest, thanks to the tight ship that managing director and major shareholder Sarah Elton ran after leading an MBO in 1998. By late 2004, the business needed investment for international expansion, and Elton wanted to take a less active role. She spoke to her chairman about selling the business in November 2004; had a memorandum of understanding in February 2005; and signed a £16m deal with Cavendish at the end of April 2005.

“I knew it was ready to make a jump forward – it’s like having a child ready to go to university,” Elton says. “I anticipated it would take a much longer time than it did. I made it clear that one of my main criteria was speed, as I knew the business could suffer if it took too much time.”

But with three years’ notice, you can do a lot to groom a business into the best possible shape. “We can do a lot to change not just the profits but also the positioning of the business so it’s more attractive to a wider range of buyers,” says Leigh. “The business is sometimes run on slightly different lines for a year or two – it’s not window-dressing, but making it more attractive to certain purchasers.” That’s a delicate balancing act. “It’s not as simple as maximising profits, you need to leave some upside. But that’s only the start.”

There are two main concerns in grooming a company for sale. The first is obvious:

Get your financials in shape
As Leigh explains, it isn’t always a case of just maximising your profits. You need to know what a potential buyer will want to see and the terms on which he’ll be valuing your business. “You’ve got to do that early,” he says. “Most purchasers value businesses by a multiple of profit, some are driven by cashflow, and some look at turnover. It’s a question of working out what sort of industry you’re in, and what you should do to maximise your position.”

You should also take a hard look at your balance sheet, clearing out excess assets and surplus cash as tax-effectively as possible. For example, if your business includes freehold property, it may pay to separate this out into a new company, so you can generate ongoing rental revenue from the business you are selling. To do so you will need to restructure your P&L. Of course, you may get a higher price by including the freehold in the purchase price, but this needs to be weighed against the value of a future revenue stream.

The same applies with excess cash. Unless the acquirer is buying the company chiefly for its stash of cash (rather than long-term growth prospects, strategic synergies, etc), it makes good sense to pay yourself a dividend from excess cash, and set up an overdraft facility to fund working capital on an ongoing basis.

Often, you’ll need to spend money in areas you might have been neglecting, such as registering patents or trademarks in foreign territories. It’s all about making the business more attractive to its future owner. Some corporate PR to raise your company’s profile in its sector can also prove valuable. The second big issue might be seen as softer, but is no less important:

Get your people together
The biggest concern for the purchaser is often whether the business will continue to thrive once its owners have left with the sale proceeds. It’s a particular worry when growth has been driven by one entrepreneur.

“The entrepreneur is often a strongly individualistic person and doesn’t necessarily work well with a number two,” says Haddon-Grant. “They may have very good operational support teams, but often the individuals in those teams aren’t the right people to step into their shoes.” In a buyout, it's particularly important to identify the likely team, and to confirm both their commitment and their quality, and this should be completed a year to a year and a half in advance of a sale, advises Caroline Belcher, a Cavendish director who conducts exit reviews as part of the initial sale process.

Getting people settled in their new roles will make things a lot easier when you go. “If you are going to reposition people as the team who are going to run the business, you really want to start putting them in place six to eight months before the sale, to demonstrate that they are capable of doing that role before the sale process starts," Haddon- Grant notes.

In a trade sale, the quality of the secondtier management may be less critical, but still can have an important role to play. A corporate financier can train key management in presentational and selling skills.

“There's often a different skillset to be learnt in selling a business,” says Belcher. “You and your people may need coaching to ensure that answers are to the point, and that you're prepared for difficult questions and tactics. This can take some getting used to.”

Know what you’re worth
Your advisors will help you draw up an indicative valuation fairly early in the process, based on your financials and what other companies in the sector are fetching. A year or 18 months ahead of a sale, you should have a good idea of which way valuations are heading.

“Different markets become flavour of the month at different times,” Haddon- Grant notes. “If you miss it and all the acquisitions have been done, you can lose out quite badly.”

It may be that the indicative value isn’t even close to what you think your business is worth. Chances are you’re fooling yourself. But you may want a second opinion, or to reconsider when or if you actually want to sell. “That’s the classic dilemma – in two or three years’ time it might be worth more, or the market might have collapsed,” says Leigh. “But that’s business – assessing risk.”

Retail
Smythson fights off bidders as it fetches a 20 times multiple
Fact: As well as private equity firms Kelso and King Street, the successful consortium included high net-worth individuals.

The retail sector has had a rollercoaster ride over the past year and although some high-profile names have struggled, others have thrived. “You need to look at specific operations and individual business models rather than classifying all that is retail in one category,” says Paul Herman, head of retail at Cavendish. “The high street is a real mixed bag at the moment. Given the razor-thin margins on which many retailers are trading, there is not much ground between the winners and losers.

“The past 18 to 24 months have seen a surge in M&A activity. This activity has been driven by two key factors. Firstly, the desire of a number of the leading operators to consolidate, increase revenues and thereby achieve economies of scale. Secondly, the volume of money sitting in the private equity market that simply needs to be spent.”

When it comes to valuation, profit isn’t everything. Herman says prospective buyers should value businesses on a contribution multiple - roughly speaking, the potential revenue, net of overhead, that the acquisition could add to the group. “Whilst a contribution multiple of four to five sounds less impressive than an EBIT multiple of six to eight, the gross valuation is invariably higher when using a contribution multiple, given the size of the central overhead,” Herman explains.

“Another point of interest for purchasers of certain retail businesses is the sales mix between the various channels to market. A large number of operators with online operations have enjoyed rapid growth and accordingly have taken share in recent years. Retailers without such an offering are keen to invest in these businesses. If you have someone with a high-street presence and someone with a very strong online presence, there’s a strategic rationale for one to acquire the other,” Herman notes.

“Luxury brands with retail offerings are also in high demand. In recent transactions we have attracted interest from buyers from all over the world. In particular, interest has come from the Middle East, Asia and North America.” The Queen’s stationer Frank Smythson of Bond Street sold for over 20 times its operating profits in 2005. “In this instance, we achieved a significantly higher price than we expected at the outset of the exercise because we identified a number of overseas buyers who were keen to buy a trophy asset,” Herman says. The consortium deal was led by Kelso Place, King Street and a number of high net-worth individuals. Another luxury deal handled by Cavendish was the sale of jewellery chain Mappin & Webb to the highly acquisitive Icelandic investor Baugur. “Baugur are the owners of the high street jewellery brand Goldsmiths, and saw the acquisition as an opportunity to reach the top end of the UK jewellery market and to take advantage of a number of sales and cost synergies. Baugur saw more value in Mappin & Webb than others. Following the deal, their intention is to absorb a significant amount of the Mappin and Webb central overhead within the existing Goldsmiths infrastructure,” notes Herman.

Herman also forecasts a number of trends in the M&A market: an increased interest in retail businesses from overseas buyers, the “squeezing” of the smaller, stand-alone retailers, the increasing dominance of the larger retail groups including the supermarkets, and the continued growth of multi-channel retail. With a warning for retail investors, Herman comments: “If a retail proposition can be replicated by the supermarkets, a prospective investor should certainly be looking over their shoulder. Niche offerings with a well-balanced number of channels to market are likely to succeed in the coming years.”

Industrials
Hale Hamilton sails into the sunset
Fact: Sale of valve manufacturer to trade buyer was 12 times operating profit.

The industrials sector may not be the most fashionable, but it is the most active for mid-market company sales. “We look at mainly engineering and manufacturing-type businesses - not necessarily old economy businesses, but businesses where there’s a bit of engineering knowhow,” says Philip Barker, head of the industrials team at Cavendish. “We’re closing more deals in that space than probably any other sector we’re involved in.” With the oil and gas industry investing heavily in expanding capacity, companies manufacturing the components for oilrigs, pipelines and mining projects are highly valued. Another hot area is heating, ventilation and access systems for the construction industry. “There’s a lot of legislation to create more fuel-efficient buildings, and that’s driving demand,” explains Barker.

In the aerospace and defence sectors it’s a good time to sell if you’ve got a hi-tech, engineering-based operation. In February Cavendish sold Hale Hamilton, a manufacturer of high-specification valves for submarines and aircraft carriers, to a trade buyer for 1.6 times sales and 12 times operating profit. “It’s a lot more than metal-bashing,” Barker notes. As he explains, many of the multinational industrial groups, notably Johnson Controls, Honeywell and Smiths, are actively looking to acquire niche engineering companies. “Those businesses are all acquisitive now because corporate balance sheets have been substantially rebuilt since the start of 2000.

Directors and corporate development people are increasingly confident about acquiring well-run niche engineering businesses with a point of difference.” Such businesses are now winning double-digit earning multiples.

While much of the UK’s manufacturing base has shifted off-shore to low-cost countries, many Far Eastern corporates are increasingly interested in buying UK businesses to gain access to the domestic market. “They’re fed up being seen as low-cost manufacturers. They want more of the cake, they want to acquire brands or distribution and engineering knowhow for themselves,” Barker says.

Private equity houses are also keen on businesses with a strong brand, intellectual property and market position. “It’s those sort of businesses that people recognise as having good defensive qualities, and they can gear the balance sheet up quite strongly,” Barker says. “That gearing underpins the valuation that a private equity house will put on the business.” A good recent example is U-Pol, a producer of fillers and coatings for the automotive repair industry, which Cavendish sold to ABN AMRO Capital for £75m in early 2006, valuing the business on a double-digit earnings multiple and 2.5 times sales.

Know who wants you
Trade buyers are back, looking for acquisitions in most sectors, and can offer your business access to new markets and the security that comes with being part of a larger group. Private equity firms are also active, but will want to sell the business on again in a few years’ time.

Your advisors will help you draw up a list of potential buyers, featuring both trade and financial buyers, from the obvious to the less so. The trick is the order in which your advisor will contact them to see if they’re biting.

“The first approach is to people who are the furthest away, either geographically or strategically,” says Leigh. Businesses which aren’t already active in your sector or your domestic market will often pay a premium if they want to gain a foothold.

“You only approach the direct competitors last, if at all, because they’ll know immediately whether they want to buy it, and will probably lowball it,” Leigh adds. “The lazy way is just to ring up the direct competitors – that’s the difference between flogging a business and doing a structured sale process.”

In some cases, selling or merging with a competitor makes the best sense, of course. For example in some retail and consumer brand situations (see box, p44). Either way, a structured sale will almost always fetch a better price. “You should help to position the business for the competitor. Explain the rationale in a structured way, looking at issues like complementary product ranges, client bases, the creation of a market-leading position or simple economies of scale. To do this you may need to put together combined P&Ls that show the competitor the longterm effect on the bottom line.”

Financial Services
Distressed debt in fashion for Jon Moulton’s Alchemy Partners
Fact: Swift Advances founders Dennis and Patricia Myers were allowed to leave in stages.

The most active area for mid-market company sales in financial services a million miles from the glamour of Wall Street. It’s distressed debt and sub-prime lending that got legendary serial investor Jon Moulton (above) at Alchemy Partners excited. The private equity house bought personal loan provider Swift Advances in 2004. “The mainstream mortgage market is pretty mature. Specialised lending has been the big growth story,” says Peter Gray, head of the Cavendish financial services group.

Private equity houses are relatively new converts to this market, says Gray. “Five years ago a lot of people shied away because they thought it was too complex, but almost every house now wants in.”

Trade buyers, including corporates backed by private equity money, are also back. And they tend to be more reliable. “There’s less likely to be upsets during due diligence as they know their onions better,” Gray argues. Valuations vary greatly across the subsectors. Specialist lenders and financial information providers are highly prized right now by media group buyers.

Management issues are often central in financial services transactions, Gray notes. “One of the key issues is continuity.

Sometimes a trade buyer will come in and replace the existing management, but it’s rare. Succession planning is absolutely key.” The sector is also prone to changes in government-imposed regulations. “That’s resulted in a lot of M&A. Some brokers just cannot be bothered anymore because of the compliance issues,” says Gray.

However, as Peter Gordon at 3i observes, regulation can create opportunity. “We are starting to see entrepreneurs rolling up smaller brokers.”

Take care what you tell buyers
Once you’re ready, your advisors will market your business to interested buyers with a short document known as an “information memorandum”. The purpose is to get people interested, without swamping them with details or giving too much of a hard sell. “It’s not an accounting-style summary of the business – it has to be more imaginative than that,” says Leigh. “It’s probably going to be skim-read by most people.” The document should be 20-30 pages, punchy but not pushy. You should prepare a few versions tailored to the different markets – a financial buyer would expect to see commerciallysensitive information that you wouldn’t reveal to a company in the same sector, for instance. And it’s better to undersell than oversell, to persuade a potential purchaser that your business will do even better under their ownership.

Writing the memorandum should be a collaboration between you and your advisors. “You need help writing it, but you know your business and what the market will see as the positives,” says Sarah Elton. “I would advise someone to use advisors because I don’t think I’d have been capable of managing the sale process and running the business at the same time.”

Once you’ve got buyers interested, the real work begins. The most important thing now:

Keep control of negotiation
Never underestimate the amount of negotiation that needs to be done before you close the sale. If there are a number of people who want your business, they will also be selling themselves to you.

“They’re trying to negotiate with the seller essentially on non-price points, to make the seller feel comfortable about selling the business to them,” Leigh says. “It’s very rare you get absolutely comparable offers.”

Some of the “softer” issues at this stage can be surprising “hard” to thrash out. Issues like whether you'll be paid in cash or equity, and over what period; and whether the purchaser wants warranties and indemnities. These are guarantees designed to cover the acquirer, and your liabilities can be up to 100 per cent of the purchase price.

The other soft issue is the workforce. A lot of entrepreneurs have an emotional commitment to their staff, and this often leads to clauses to ensure that certain individuals, or a specific number of staff, are kept on. “With a trade sale there's a lot more handholding to deal with the emotional side,” says Belcher. “In a private equitybacked company it’s simpler, as everyone knows the score at the outset.”

Even when you’ve identified the right buyer, the deal is far from over. There’s rarely a deal without haggling. Leigh estimates half his time is spent actually closing the deal after the heads of terms have been agreed. Do not take negotiations too personally – it’s often best to allow an advisor to take the strain. And don’t be surprised or distracted at the amount of due diligence that the purchaser will want to carry out on every part of your business – a drop in performance during due diligence is the most common reason for a sale falling apart.

However, with good advisors, only one in 25 deals actually falls apart at this late stage.

Technology & Telecoms
Eurotel sells to Young Associates for up to £20m
Fact: Lord Young’s commitment to grow the business clinched the deal for the Luteners.

Six years after the dotcom bubble burst, IT and telecoms are highly active again. Companies that weathered the storm are now in a good position to realise their value.

“Because of high growth in some software and internet sub-sectors, coupled with strong levels of profitability, some very high revenue multiples are on offer,” says Raymond Fagan, head of the Cavendish technology group. The other key is the quality of the revenue stream. Recurring revenue streams from support licences or a hosted applications model (such as that used by salesforce.com) are more highly valued than low-growth ERP revenues. A pure software business in the right applications area can reach a valuation of two times revenues, while one providing security services can reach a multiple of three or four times revenue.

“I don’t necessarily see multiples increasing, but they do move around depending on what’s seen at the time as the ‘hot’ sector,” Fagan advises. “It’s important to keep looking at what’s going on within the sector you’re in - even though you might be slightly behind in delivery in some areas, if you don’t look at the opportunities when the market’s consolidating, you might find that when you’re better placed, the buyers have made their choices.” One of the hottest sectors is the so called “triple-play”: the convergence of mobile telephony, the internet and TV. Application software is also strong, particularly those applications addressing security. “We’re now seeing some fast-growing software companies in the £15-20m revenue area who are potential world-class companies,” Fagan notes. Large, mainly US-based software companies are still looking to make niche acquisitions to fill out their own product offerings, he adds.

Specialised telephony companies are also in demand, as seen in Cavendish’s sale of Eurotel to Young Associates, who are themselves now looking for further acquisitions. “Eurotel has got established scale, so acquiring smaller businesses adds immediate profitability to their bottom line,” Fagan says.

One key issue when preparing for a sale in this sector is showing a long-term commitment to R&D. Don’t back away from investing in the company prior to sale to boost the bottom line. A standard return on sales of over 20 per cent is very acceptable. “Margins wildly in excess of that don’t necessarily get higher valuations because there’s a concern they aren’t investing enough in the business,” Fagan says.

Buyers also like to see strong partnering agreements with the industry giants. A company should “develop those to the maximum, particularly if you’re likely to sell to a US buyer,” Fagan says.

This is a great time to sell
The final truth is less of an eternal one: “With the availability of debt, acquisitive trade buyers and a lot of private equity money, the general consensus is that now is a very good time to exit,” says Leigh. But even if you’re not ready to sell tomorrow, or even the day after tomorrow, today is always a great time to make some plans.

Business Services
Bailey’s Mirror Group buys recruitment website Financial Jobs OnlineFact:
Fact: GAAPweb.com owners will receive up to £13m on earnout – a six times revenue multiple.

The business services sector is a broad and amorphous field, taking in everything from recruitment and training through to education and healthcare. “The common factor is that these are people businesses, often serving niche markets,” says Min Luk, head of the business services group at Cavendish.

Recruitment is currently a very active area, as illustrated by Cavendish’s sale of accountancy recruitment website GAAPweb.com to Trinity Mirror. The newspaper group, led by CEO Sly Bailey (above) is one of many media groups seeking to offset the loss of traditional classified advertising revenues.

The market is also being driven by large quoted recruitment groups looking to fill in gaps in their coverage. “In the deal sizes we look at, you’ve got to be niche and profitable to garner interest from buyers,” Luk says.

“The recruitment sector is the bellwether of the economy, but recruiters insist it’s not as cyclical as it was, and a lot of them are coming onto the market,” says Luk. “All the same, purchasers are looking for niche, high-margin businesses.”

The outsourcing sector, notably call centre operations for corporate clients, has also seen intense activity over recent years. Although it’s less busy than it has been, specialised operators are still in demand, particularly on the human resources side. Valuations start from five or six times operating profits for generalist business services companies, with significantly higher profit multiples for a niche player with a defensible market position and strong growth prospects.

Because of the diversity of business services, M&A activity is fairly constant. And private equity interest remains strong for young fast-growth companies that have successfully established themselves in a niche. “It’s very easy to set up a business because you don’t always need significant investment up front, and you can grow very quickly. It’s at that point where you have private equity stepping in and keen to invest in the company to take it to the next stage of its growth.”

Because these are people businesses, buyers have to manage the risk of the business suffering if key people leave after the sale. “The reason most transactions fail in business services is because the assets you’re buying walk out the door after completion,” says Luk. If you want to sell you must manage the integration of an acquisition to keep key individuals enthused about the future and try to lock them in financially.”

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