When selling a business, numerous factors contribute to whether the transaction is successful. Chief among them is who represents you in a deal.
Thompson Hine LLP Partner Sarah Chambers says one of the most important discussions counsel can have with clients ahead of a deal is about what's driving the seller's interest and desire to sell, and what are their expected or hopeful outcomes.
"That seems like a pretty logical conversation to have with your client," Chambers says. "But getting into those details and understanding what is it that they want to look like on day two post-closing. What do they want to be doing? Do they want to have a continued role in the business? Do they want to sit on a beach for the next five years? What is it that they want to do? All of those sorts of things really inform the way that we can, as attorneys, advocate for our client in the negotiation process and help us understand what are the things we really need to push for."
Smile Doctors Orthodontist Dale Anne Featheringham, DDS, says finding legal counsel that specialized in the specific niche of health care and dentistry helped her organization realize a successful transaction.
"There's a lot going on in the in the dental world right now with consolidation and for us to find the legal counsel that had done a lot of deals like that before and was really familiar with the industry and how the valuations work, because valuations are a little bit different in dental and they're very different in an orthodontic practice, even from a dental practice, and so to have someone as niche-specific as possible is really important because we gained a lot of not only specialized information but also exposure to other buyers in the market through their connections," Featheringham says.
Having experienced counsel helped her organization land several bids, which made a big difference in the company's clout in their negotiations.
Hy-Tek CEO Sam Grooms says he interviewed a number of investment banking firms when the company got serious about a sale, and found a lot of people that talked like they knew what they were talking about in their industry, but didn't. Then they found a group out of Boston that were knowledgeable — walked the walk and talked the talk.
"When we got involved and got really deep in the weeds, they were outstanding for us, especially when we were talking to offshore organizations that were interested in buying us," Grooms says. "Some of the regulatory things that we had no idea about they brought to light and kept to the fore for us. So that was something that we did well and hired the right group and they served us extraordinarily well. We'd never do that again without them."
Grooms' deal involved an ESOP. That meant going into deal negotiations knowing the primary interest is taking care of the stockholders. That required getting professionals involved who had been through the trenches before on a similar deal. So Grooms interviewed a number of law firms to find the one that best understood how to handle a transaction involving an ESOP.
"You got to have the right people sitting at the table that have been through the entire experience before and make sure that they understand what it is you're trying to do and why," he says.
Grooms, along with Chambers, Featheringham and Sequoia Financial Group's Norm Cook peel back the curtain and share the secrets of their successes, as well as the pitfalls you should try to avoid when approaching the sale of your business. Hit play on the video above to catch the full conversation.
