What are the options for achieving a Strategic Exit from a business?

1. Strategic Exits
LINK Corporate Division
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The authority on selling businesses

2. Planning a Strategic Exit
Market research and business options, explain how to resolve any issues that might arise and to help
owners like you are telling us you achieve a truly Strategic Exit. This document explains the concept
that when you are planning to
Motivators to Retiring and provides a high level summary of your options.
exit your business, you want 0% 20% 30% 40% 50% 60% 70%
more options than just the all
or nothing approaches of:
Less time in business What are my options for achieving a
Release capital
Strategic Exit from my business?
1. Selling all of your shares Gradual change attractive
for cash upfront (Outright The options for achieving a Strategic Exit are endless, limited only
Management interest in a greater role
Share Sale); or by the imagination of those structuring the deal. However, the
De-risk investment
majority of these options can be grouped into two main types of
2. Selling all of your business Dont ever want to retire transactions.
assets for cash upfront
No one to take over
(Outright Asset Sale). • Staged Sale - Sell part of your business now and sell part(s) later
I’m 100% or nothing and get paid in instalments for each part as it is sold. Typically
Is there another way to exit this is done by selling shares, but it can be done by asset sale if
Concerned about what to do next
your business, or free up capital the business assets are capable of being sold in parts.
and time without going to the Its a good time to get out
extent of an Outright Sale? Is • Vendor Financed Sale - Sell all of your business now and get paid
there a third option? Yes. ANZ Privately Owned Business Barometer 2008 in instalments over time. This can be done by either selling the
business assets or shares.
The third option many business owners are asking for is a Strategic Exit from their business. A Strategic Exit often
ultimately leads to a complete exit from your business, but it is also possible for you to partially exit your business
and retain a financial interest and/or working involvement in your business indefinitely. In other words you can free
Staged Sale
up both capital and time, continue to be involved in the business in whatever capacity you desire, and share in the A Staged Sale involves selling part of your business now and part(s)
future potential of your business. later and getting paid in instalments for each part as it is sold. If
you want to retain an ownership interest and involvement in your
There are many different options for achieving a Strategic Exit and each gives rise to different issues. We have
business indefinitely, the following comments on Staged Sales still
assembled a team of leading experts in law, accounting/finance and banking/capital solutions to help outline your
apply, with the obvious difference being that you do not sell all of
your business.
There are various reasons why you might choose a Staged Sale,
including the following:
• The buyer may not have enough money to pay the full purchase
price for 100% of the business now.
• You may want to retain an ownership interest in the business for
a period (or perhaps indefinitely) and share in the upside of the
business following the sale of the first part of the business. The
purchase price formula can be designed so that any subsequent
payments would increase to reflect business growth and result in
a greater total purchase price than would have been paid in the
context of an Outright Sale.
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3. Two key risk management issues which arise in the context of a Staged Sale which do not arise (or are less
Strategic Divestment important) in the context of an Outright Sale are Control and Enforcement / Security.
• Control - As you transition from being a 100% owner of your business to a part owner and perhaps ultimately
Shareholders
Agreement
Staggered Sale to exiting altogether, you need to consider what level of control and input you want to have in the business
MOST
<100% and what level of control and input you want the buyer (your new business partner) to have. It is also important
to consider from a buyer’s perspective what level of input and control the buyer will want. A buyer may be put
off if their level of input and control does not match their investment. We know that it can be hard to loosen
Vendor Finance
ntial your grip on the reins, but there are many ways to share control with a buyer without relinquishing control
ote
GSA
P
ion
altogether. Issues of control can be agreed and documented in a number of ways and together with your legal
Risk/Loss of Control
mi zat advisers LINK can help you choose the best way to maintain your desired level of control.
xi
e Ma
u
Val
• Enforcement / Security - Because you would not complete the sale and receive all of the purchase price
upfront, you need to think about what should happen if the buyer fails to complete any future steps or make
Payable on settlement
100% of Value
any future payments. There are a number of ways to ensure this is done. We note below just three examples
of how you might protect yourself against buyer default, but together with our team of expert advisers, we can
Outright Sale help tailor the best way for you to do this depending on your circumstances.
100% Shares or Assets
• Buy Back Right – If the buyer defaults you could have the right to buy the buyer’s share of the business at
a pre-agreed price and take back full control and ownership of the business.
LEAST
Due Diligence Vendor Handover % of Value Voting Rights/ • Security – You could take a security over the buyer’s assets and if the buyer defaults you could exercise
by earn out Consultancy
your rights under that security to sell those assets in order to recover the balance of the price and complete
the sale.
LEAST Vendor Involvement MOST
© Copyright Link Business Broking Ltd 2008
• Control – You could agree with the buyer that the buyer’s control right inrespect of the business are
suspended for so long as the buyer is in default.
The level of risk and the degree of control that a vendor is willing to sacrifice, combined with the level of
ongoing involvement, effect the potential exit value. Whilst an outright sale has certainty, the least risk and
little ongoing involvement, it comes at the price of foregoing future upside. It is the balance between these
issues of risk, security, control and value that determines the correct divestment strategy.
• By selling part of your business, you can free up some capital for other things.
• Often the introduction of the buyer as your business partner allows you to transition out of a hands-on
management role to a less involved role as, say, a director, consultant or investor and free up your time for
other things whilst minimising disruption to the business.
• You may want to retain a certain level of control over the business following the sale of part of your business
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and keeping an ownership interest entitles you to some level of control.
© Copyright Link Business Broking Ltd 2008

4. Vendor Financed Sale • Buy Back Right – A buy back right may be less appropriate in this
context, as the buyer would be the 100% owner of the business,
compared to a part owner of the business in the context of a
A Vendor Financed Sale often involves selling all of your business now and getting paid in instalments over time.
Staged Sale.
These are some of the reasons why you might choose a Vendor Financed Sale;
• Security – Taking a security is more important in the context of a
• The buyer might demand that he or she buys 100% of the business now, but he or she may not have
Vendor Financed Sale, as you would have transferred an interest
enough money to pay the full purchase price now.
in the business to the buyer before you get paid for that interest,
compared to a Staged Sale where you only transfer parts of the
• You may want to retain a financial interest in the business as a lender and share in the upside of the
business when you get paid. Taking security is important, but
business following the sale.
you also need to ensure your security by understanding if the
purchasers bank has ranking security over the same assets
• You may want to retain a certain level of control over the business following the sale and having a financial
interest as lender gives you leverage to demand such control.
• Control – Suspension of control rights is less appropriate where a
buyer is the 100% owner of the business.
The similar risk management issues of Control and Enforcement/Security are also important in a Vendor Financed
Sale. Together with our team of expert advisers and bankers, we can help
tailor the best way for you to protect your interests depending on
• Control – Until you are paid the full purchase price, even though you do not have an ownership interest in the
your circumstances.
business, you need to consider what level of control and input you want to have in the business in order to
protect your remaining investment. Unlike the situation of a Staged Sale where you retain ownership rights,
in a Vendor Financed Sale you do not have an ownership interest in the business to justify having control over Who are the likely buyers of my business?
the business. You need to find a different way to achieve this control. Again, issues of control can be agreed
and documented in a number of ways and together with our team of expert advisers we can help you choose Because you must agree the terms of any deal with a buyer, a key
the best way to maintain your desired level of control. preliminary step in planning any exit strategy, is to identify who
the possible buyers of your business might be and what terms they
• Enforcement / Security - Because you do not receive all of the purchase price upfront in a Vendor Financed might want. Potential buyers come with varying levels of expertise,
Sale, you need to think about what should happen if the buyer fails to complete the purchase in the future. knowledge, and financial resources. They also often have different
Similar protection mechanisms can be adopted to those noted above in relation to Staged Sales. Using objectives and expectations. As a result, exactly what you offer to
those same examples of protection mechanisms as above, the key differences from a Staged Sale include the sell and how you go about selling it (ie. Outright Sale, Staged Sale
or Vendor Financed Sale) will often vary depending on the nature of
following:
the buyer. We illustrate this point below by listing some examples
of common types of buyers and some common attributes of such
buyers.
• Trade Buyers – Trade buyers often look for synergies with their own
business which may justify a premium price, but care needs to be
taken to carefully pre-qualify such buyers (especially competitors
of the business) and protect your confidential information.
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5. • Financial Buyers – Financial buyers often have a fixed term focus and are looking to minimise financial
risk and maximise return on investment. They often use a variety of financing options to balance their risk
/ return profile. As they will probably not be actively involved in management, financial buyers typically
Preferred form of Succession
focus on the quality of management and often want to incentivise management to stay and perform. 0% 10% 20% 30% 40% 50% 60% 70% 80%
Sale of Trade/Industry Buyer
• Family – Often business owners are concerned that family members cannot afford to buy them out, or
do not want to buy them out, or are not capable of running the business. There is no easy answer to the
Sale to Private Equity Investor
relationship issues that arise, but creative deal structuring can mitigate some risks and financing options
can often overcome a lack of financial resources.
Sell to Management / Employees
• Management / Business Partners – Similar to family buyers, many business owners are concerned that
management cannot afford to buy them out, even though management are often considered to be a
Pass to family / Next Generation
preferred buyer. Management buy outs (MBO’s) often involve creative financing options to make up
for management’s lack of financial resources. Management buy outs or sales to fellow shareholders can
Sell to Minority Shareholders
often be easier to complete due to the buyer’s existing knowledge of the business, but they also give rise
to other unique issues such as potential conflicts of interest.
IPO / Float
LINK maintains a large database of qualified buyers seeking businesses in all sectors and your LINK Corporate
Broker is experienced in helping identify and pre-qualify the right buyer for your business. Working together
ANZ Privately Owned Business Barometer 2008
with your advisers and your bank, LINK can also structure any sale to suit the unique needs of different
buyers.
What are the options for financing my exit and how does this affect
my exit options?
In a situation where both you and the buyer want an Outright Sale and the buyer has significant financial resources
to complete the purchase, traditional bank financing solutions are usually sufficient. However, if you want a
staggered exit, or if the buyer has limited financial resources, or if any party wants to use alternative financing
sources for any reason, there are a number of other financing options both you and the buyer should consider.
Despite the increasing demand for Strategic Exits, Outright Sales are still the preferred
option for many business owners who want a complete exit from their business in a shorter LINK together with input from its expert partners can help you choose and implement the financing structure
period of time. Ask your LINK Corporate Broker if you want more information about that works for you and the buyer. We summarise below some key financing options which can be tailored and
combined depending on the needs of you and the buyer, the size (and value) of your business, the financial
Outright Sales, an area of absolute expertise for the LINK team who have sold hundreds of resources of the buyer and the type of transaction being contemplated.
SME businesses outright.
• Bank Debt - Bank debt consists of traditional bank loans and facilities. Bank debt is often secured against
the assets and/or shares of the business and ranks first in priority. Because this debt is often first ranking and
secured, the interest rate payable is low relative to other forms of debt.
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6. • Vendor Debt (See Vendor Financed Sale) - Often referred to as “Vendor Finance” or “leaving money in”,
vendor debt arises when you sell your business, but don’t get paid the full purchase price until some point in
Key Barriers to Succession
the future. Interest on vendor debt is often similar to bank rates, but if it is secured, it typically ranks second
behind bank debt. Other / Don’t Know, 15%
Finding A Suitable
• Mezzanine Debt - Mezzanine debt is often subordinated (i.e. it ranks in priority behind other debt) and Management Or Staff
Successor, 31%
Retention, 5%
unsecured lending. Because this debt is often subordinated and unsecured, the interest rate is usually higher
than bank debt interest rates. Conflicting S/holder Or Family
Values, 8%
• Hybrid Securities - A hybrid security is a type of security which has elements of both debt and equity.
Examples include convertible notes and redeemable preference shares. Common characteristics include
set dividend/interest rates and an ability to convert into another type of security on certain events occurring.
Agreeing On Value, 19%
Hybrid securities allow investors to balance risk and return and are typically used by financial investors in
Owner Dependance, 22%
conjunction with other financing options.
• Vendor Equity (See Staged Sale) - Vendor equity is where you sell some of the shares in the business, but also ANZ Privately Owned Business Barometer 2008
retain some shares.
• Private Equity (See Financial Buyers) - Private equity in this context means where a financial investor
buys shares in your business, usually for a fixed term. The financial investor will look to add value via The Baby Boomer Phenomenon
their expertise in investing in and governing similar businesses to maximise growth and then exit at a
profit. Financial investors often require other forms of debt and equity to optimise the capital structure. In New Zealand we are facing an ageing business owner demographic
in our privately held SMEs, commonly discussed as the “Baby
• Management Equity - Management equity is provided by management investing in the business. Often Boomer” phenomenon. Between 1946 and 1965, 1.125 million
management do not have sufficient equity to complete a purchase alone, and so management equity is often babies were born in New Zealand – 77% more than in the 20 years
combined with other forms of debt or equity. before the baby boom.
When you are planning to exit your business, there are more options available to you than an Outright Share Sale As a result, 59% of medium-sized firms are run by people over 50
or an Outright Asset Sale. Your LINK Corporate Broker together with leading experts can help you work through (23% are run by people over 60).
the options, identify potential buyers, structure the financing options and ultimately identify and implement an
exit strategy that works for you and your business. The reality of these statistics is that many thousands of business
owners are looking at their exit strategies right now and need real
and practical advice. As consultants and professionals weigh in
on the opportunity to advise this huge emerging market, it can be
Some Interesting Facts confusing and challenging to find a path to the desired result; exiting
the business in a way you want (fully or partially). As specialists
• 45% of owners aspire to retirement in the next five years in this area we are well placed to provide no-nonsense practical
• 63% of owners cite succession as an issue (48% in 2007); 14% consider it a big issue options and introduce other advisors when necessary.
• 56% of owners are actively considering succession but only 17% have a formal plan On the other side of the ledger we have a new wave of potential
• Sale to Trade Players or High Net Worth individuals is preferred by 74% business owners actively looking for opportunities to buy companies
• There is an even split between outright sale and a staggered exit outright or in part. The adjunct to this is the consolidation we are
seeing in many industries and active “growth through acquisition”
• Two thirds of all owners would like to release time and capital strategies. The scene is set for a significant transference of wealth
over the coming years.
© Copyright Link Business Broking Ltd 2008