At Kapitalized we call ourselves ‘M&A Advisors’ (Mergers & Acquisitions) while others often call themselves ‘business brokers’. We have been asked several times recently what is the difference between the two so I thought it was worth explaining the key differences and benefits of using an M&A advisor for strategic asset sales.
For most business owners selling your business is one of the most significant events in your life and is often a very complex and stressful process. You will invest alot of time and effort in achieving the highest price for your business (and hence the greatest return for one of your largest investments), so it is extremely important that you engage the right advisors to negotiate this complex transaction and maximise the sale value for you.
Business brokers generally specialise in selling “main street”or retail businesses in their immediate geographical location (these are sometimes called “mom and pop” stores). Businesses sold by business brokers are individual franchise stores, convenience and fast food outlets, smaller retail shops, beauty and hairdresser shops and mechanics. These businesses are often valued under $2million and owned by individuals or families who work in the business full-time. These businesses will most likely be bought by owner-managers who will likely run the business full-time.
Most business broker are real estate agents who will normally sell the business via ‘business for sale’ websites and have a limited capacity to do very little targeted marketing.
Alternatively, M&A Advisors are often investment bankers with MBA type degrees and specialise in strategy, financial structuring and negotiating complex business transactions and valuing longer-term business potential.
M&A Advisors are engaged to sell businesses to strategic buyers such as larger organisations in the same or similar industry (called a Trade Sale), private equity firms and other often more sophisticated investors. These transactions are usually more complex, the buyers are more sophisticated and resourced, the range of potential outcomes is broader and the consequences of getting it wrong greater. These businesses may also have ‘hold-back’ clauses and ‘earn-outs’ to align performance with the price paid for the business.
Typically M&A advisors will undertake financial modelling of the business, prepare cashflow forecasts, develop a standalone valuation of the enterprise and draft business information memorandum. At Kapitalized we also do vendor and buyer due diligence and help draft the commercial terms of sale and purchase agreements.
Businesses engaged by M&A Advisors may have a management team that manages the business separate to the owner and there will nearly always be some middle-management.
M&A Advisors will market the business by direct targeted marketing to strategic industry players and often 5-10 key players are targeted initially. This list is reduced to a few key bidders which creates competitive tension in the sale process.
As an example in 2015 we advised the founder and owner of Ben & Jerry’s Openair Cinemas on their long-term strategy and ultimately sale and exit to Fairfax Media’s events division.
If your business is small and highly localised you may consider a business broker otherwise consider using M&A advisory services as these will align with your vision for th business and the potential buyer.
Contact us at Kapitalized M&A Advisory to discuss the process in more detail.