There is so much M&A activity right now in the IT space and all want the best possible offer.
However, preparing for an exit should be a long-term process and should include answering a set of critical questions and preparations. Here is an 18-point checklist for you to reference:
- Define your goals: Financial, personal, family, career, employees, customers.
- Get an update on the market conditions and range of valuations paid for business like yours.
- Is there a minimum price you must fetch when selling and is it realistic given the market? Or is your main goal to exit now, and you will accept the best offer you get, regardless of the price?
- Are you emotionally ready to sell? Probably one of the most critical questions for you to answer.
- Familiarize yourself with the M&A process, its various stages, documents, and concepts: NDA, IOI, LOI, purchase agreement, working capital, true up, adjusted EBITDA, owner addback, seller note, earnout, escrow, valuations, reps and warranties, covenants, etc.
- Build a team of advisors. M&A advisor, M&A attorney, accountant, tax advisor, other trusted advisors, etc.
- Articulate your business’ value proposition. Why would a buyer want to acquire your business? Oftentimes, buyers see a different value in a business than their owners do.
- Prepare as many of the documents you will need before and during the due diligence phase ahead of time.
- Understand the tax implications of a sale: stock versus asset transactions, state taxes, loss carry forward, etc.
Cristian Anastasiu
- Understand the differences between the many different types of potential buyers and the implications for you: strategic, financial, add-on vs platform, search fund, etc.
- What does the ideal buyer look like to you? What characteristics would disqualify a suitor? Think about their profile, offerings, location, company culture, M&A track record, deal structure, etc.
- What are the strengths and weaknesses of your business? It is important to understand weaknesses and areas of improvement because this is where buyers will see upside potential, something they can improve and add value.
- Be realistic when providing a one and two year forecast for the business to a buyer. Both under and over forecasting are not a good sign and can raise red flags with a buyer.
- Maintain confidentiality throughout the process. With very few exceptions, there is no need for employees to know, and buyers also require the seller to maintain strict confidentiality.
- Solicit offers from several buyers, ideally simultaneously, to create competition and give yourself multiple options.
- Staged disclosure: Provide not more but not less information to a buyer as is needed depending on the stage in the process.
- Be aware of some of the M&A adages. They provide valuable M&A insights: “Bad news first,” “Time is of the essence,” “Time kills deals,” “You can set the price if I set the terms,” “Due diligence is a two-way street,” “Every good deal has to die three times before it closes.”
- Do not wait for the business to peak. Businesses with flat or decreasing revenue and profitability are not attractive targets.
In summary, be prepared and be realistic but also solicit multiple offers to find the buyer who sees the most value in your business.
Cristian Anastasiu is managing partner of Excendio Advisors, which helps business owners of middle-market IT services companies prepare for the M&A process and maximize proceeds. Learn more on Anastasiu’s IT expertise at channelwise.
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