When economic times are uncertain, business buyers become very cautious about a potential merger acquisition transaction. They attempt to negotiate for a lower price, but they also try to negotiate for the seller to have a significant interest in the post acquisition performance. This results in less cash at close and more of the transaction value tied to an earn out based on future sales of the acquired new division or business unit.



The buyers, especially experienced buyers, know that one of the key mistakes is to underestimate the amount of time and effort it is to institutionalize this new business. It takes a good deal of time to transfer the intellectual capital from the target company to the buying company. Converting customer loyalty to the new entity is not an automatic. Meshing corporate cultures can be problematic and good employees may leave. The owner is almost always viewed by the buyer as a critical element to the future success of the new division.

How is this reflected in the transaction? If the buyer views the owner as the center of her company's universe, owning all the customer and supplier relationships, possessing all the intellectual capital, and taking on the identity of the company, the transaction will involve a large earn out over several years. If the owner has done a good job of developing a management team and has delegated herself out of day to day operations, then the cash at close will be much greater and the earn out period will be reduced.

A great deal of a buyer's due diligence will focus on the owner's current role in the business and her role post acquisition. Forgive me for a broad generalization, but most lower mid-market businesses we have worked with have an owner that is a passionate subject matter expert that started the business almost as an afterthought. They are not necessarily skilled as CEO's and really do not enjoy the administrative duties required to run a small business. One of the reasons they are selling is to remove themselves from that grind of administrative duties.

That is a great platform to present to the buyer. The buyer usually has the infrastructure to handle that and does it much better than the target company. They are buying the smaller company in order to leverage their assets and grow at a much more rapid pace than the smaller company could grow on their own. The buyer wants to remove all the barriers for their new subject matter expert, provide her additional resources and support, and let her do what she does best - sell her product or service.

As the business seller, if you take that message to the buyer, you will find that the buyer will feel more comfortable about the risk profile of the potential acquisition and you will get more favorable terms. Unfortunately, many times the seller over communicates how tired they are and how much they want to get away from the pressure cooker environment they currently have. We have literally watched this unfold in the most unfavorable way for our sellers. When this message comes out, the earn out period gets extended and the cash at close gets reduced. The more the seller wants to get away the greater the buyer's attempts to lock her up for an extended period.

The lesson here is that if you are a smaller mid-market company and you want to receive the maximum value for your business, count on staying involved for a reasonable period of time post acquisition to insure the success of the buyer's new division. The buyer will structure the transaction so that you do have a vested interest in this success. It is acceptable to the buyer that you do not enjoy the day to day duties of being a CEO. They are counting on that because they already are performing that function. You can proactively present your vision of your new role in a way that will be received very positively. I want to be the product evangelist. I want to be the promoter at industry events, speaking engagements, blogs, and industry publications. I want to focus on integrating the two companies and helping with the strategic plans. If you position it this way, the buyer will be more generous with the cash at close and will be less likely to try to lock you up for an extended earn out period.