Takeaway: The only way to encourage buyers to make fair offers is to conduct a marketing campaign to industry buyers that have strategic reasons for making acquisitions.
We are in the middle of a merger and acquisition engagement representing a human resources consulting company. We had contacted several industry players and had received some good initial interest. Several buyers dropped out because their entire management team was comprised of family members. We asked our client to take their company off the market and to bring in at least one non-family executive that had the authority and the ability to run the company. They successfully implemented this change and asked us to take them back out to market.
Because their business is counter cyclical and actually grew during the recent economic downturn, they posted some pretty impressive growth and profit numbers. It was difficult to determine how much of the improvement was due to the addition of the new senior manager.
Avoid Buyers Who Use 'Fuzzy Math'
As we re-launched our marketing efforts, we identified several interested buyers. One buyer was particularly interested and, after signing the confidentiality agreement and reviewing the memorandum, contacted us almost daily with additional detailed information requests. Before long he started to grill us about selling price expectations. As we usually do, we deflected his requests and asked him to put together his letter of intent based on the value of the business to his company.
He started giving us a lecture about valuing service companies whose assets (meaning people) walked out the door every evening. He pointed out that their revenues were based on new sales each year and not “contractually recurring revenue.” We had our client put together for us a chart that showed the “historically recurring revenue” generated from their top 20 clients over the past five years. This was our way to demonstrate some consistency and predictability of revenues.
As we conversed further, my radar started buzzing loudly. This guy was getting ready to provide a lowball offer and was trying to sell me on all the reasons why I should go back to our client and pitch his offer. I politely listened to his well-practiced approach for a little while longer. Then he came up with the statement that I just could not let go. He said that last year’s revenues were an unusual upward spike and “I am just going to use the year prior to last year's revenues as my basis for my offer." Well, I just could not let that one go. I asked him how he would have made an offer if last year was unusually bad, but the prior five years were strong. He would not respond, but of course, the answer was that he would have made his offer based on the new trend.
Avoid Buyers Who View You as Just a Number
There are thousands of business buyers out there that are just like this guy. There is a famous residential real estate investor that has written a book and gives classes to help individuals become real estate moguls. I could sum up his book and his class in one sentence: Find 100 people with their homes for sale, then approach them aggressively and make a lowball offer and one of them will take it.
When I reviewed where our buyer had originated, I traced it back to a posting we had made on our business broker’s association website. As I think about it, these "Business-for-Sale" websites actually give these buyers a powerful tool to actively and aggressively contact their 100 potential sellers. As I thought about this, sure enough, I have seen this behavior repeated multiple times and the source was always a "Business-for-Sale" website.
So, we are always preaching to our prospective clients to get multiple buyers involved in the process. If they post their business on one of the "Business-for-Sale" websites, they may get multiple buyers interested, but they are those buyers that are contacting 100 sellers very efficiently through the power of the Internet in order to make their lowball offers.
Avoid Buyers with Lowball Offers By Making a Plan
But I digress. Let’s get back to our client. The good news is that we had six other industry buyers that we had contacted and they were looking for acquisitions that were based on acquiring new customers or adding another product offering, or leveraging their sales force or install base. In other words, their buyer motivation was not to buy a company with a lowball offer.
The only way we can encourage buyers to make fair offers is to conduct an outbound marketing campaign to industry buyers that have strategic reasons for making acquisitions. If we can get several involved, then the buyer that comes in and says that he/she is going to base his/her offer on the year prior to last year's performance, is easily eliminated from consideration. If a business seller is only going to attract these inbound, bargain-seeker buyers from websites or otherwise, he/she will only be getting lowball offers and wasting a lot of time.
Dave Kauppi is a Merger and Acquisition Advisor and President of MidMarket Capital, providing business broker and investment banking services to owners in the sale of lower middle market companies. For more information about exit planning and selling a business, click to subscribe to our free newsletter The Exit Strategist