From Champions Hydro-Lawn General Manager Shea Walker's experience, there are both many pitfalls and opportunities when a company approaches a sale. As he discussed with attendees at the Houston Smart Business Dealmakers Conference, one particularly important aspect of a deal is the LOI stage with a buyer.
"It's your template," Walker says. "It's what you're going to have to follow, what you're going to be held to, the covenants that you have. Anything that deals with the business or the transaction of the business, it's there. My recommendation would be not to do it after it's been discussed and talked about to the counterparty, it's to do it with your lawyer first. Make darn sure that you cover all the bases because whatever you agree to or say, it's going to be in that LOI, that's what they're going to use as their template. And when you go in the back-and-forth churn that happens, you want to be confident that what you put on that LOI is what you really want."
When it comes to bringing other key people and employees in on the sale, he says there's no perfect or right time to do it. It's essentially an intuitive thing that everyone must go through. There are many quality operators who are needed to execute the business plan. Approaching those people, talking to them one on one or in very small groups, was a big help to what was going on.
"It becomes abundantly clear when you're getting closer to the end that something's going on," Walker says. "Everybody in the office knows, everybody in the office talks. You go to the account manager group, and then they go to the field supervisors, and they go to the field employees, and it's just all that churn it's unnecessary in a lot of ways, but you really have to get in front of it. If there's a perfect time to do it, I certainly didn't do it that way."
A big part of the importance of this aspect of a deal is retaining talent, an often-critical part of a transaction.
"The buyer is expecting not just to perform post sale, it's to perform at a higher level than post sale," he says. "And if you don't have the right employees and the right team with you, it's going to be just that much more difficult to do."
Because there are so many aspects of a deal that can trip up a process, they hired a broker and engaged a legal team to work through issues before engaging potential buyers. He says had they not done that, he doesn't think it would have been successful.
"In all candor, it would have blown up at some point," Walker says. "Getting in front of all of those things, you still got just as many questions, but it's where the questions came from. And that gave me confidence to be more open about how we're doing our business — not just why we do the business, but how you do the business and how that translates into the buckets of revenue that you have and all those things that are put together on the balance sheet and the P&L. But without having support from the broker and the legal team, candidly, I don't think the company would have sold."
