Tuesday, April 29, 2014

Finding a Buyer; An Owner's Dilemma

Image of business owner handling the bills
Retirement Planning?
You’ve poured a lifetime of sweat, time, and capital into building your business. You’ve begun thinking about retirement. Your strategy is to sell your company for a good price, settle back, and enjoy a financially secure retirement. But, like many business owners, you’ve made the mistake of assuming this scenario will happen, and you haven’t bothered to make any other retirement plans. 
My advice to you? Be realistic. What are the odds there will be a person showing up at your doors at the right time, with cash in hand and willing to buy your business for a fair price? For thousands of small business owners each year, no buyers ever ring the bell.
Perhaps your business is too specialized or is tied too closely to the owner’s unique personality and skills. Then there is the chance that potential buyers may equate a retirement sale with a distressed opportunity; subsequently making only low-ball offers. Whatever the reasons, many owners find that their company has suddenly become a white elephant that nobody wants.
But here is a thought: select and develop a successor. Prime a replacement; someone who will buy your company when you’re ready to retire. You could even look at your current co-owner. Just be careful if she is about the same age as you. Retirement plans may coincide for the two of you.
The, how about your son or daughter? Are they active in the business? Could you look at a younger key employee? Business owners who successfully groom their own replacements leave nothing to chance. They realize that there’s no room for error at the point of retirement.
Be cautious nonetheless; make sure your heir apparent is the right person in terms of temperament, personality, competence, and personal goals.
Image of a business owner and his prodigee.
Nurture a buyer, write a buy-sell agreement
and fund the deal with insurance. That simple!
But don't look for yourself. Being compatible does not mean being identical. You are not looking for a twin but for a potential leader who can do things as well as you, but differently.
Set up a probation period so you can terminate the relationship if you find that this person will not work out. During that period, keep everything as informal as possible; strictly verbal. Even when you go to a formal agreement, make sure it contains a termination provision. It's important to reduce your risk's profile while you engage the search.
Offer incentives to ensure that your replacement stays until the baton is passed. An ambitious successor needs and deserves gradually increasing authority and benefits. Options should include deferred compensation or the opportunity to acquire partial ownership prior to your retirement. This provides both parties with something to win by sticking to the agreement, and something to lose if it falls apart.
Create a buy-sell agreement. With the help of your attorney, lock in who does and gets what, spelling out all details and caveats, including how to establish the final valuation of the business. This formal agreement protects everybody.
Build in a funding mechanism. This is of crucial as funding is why most deals fall through despite even the best buy-sell agreement terms. Any plan is worthless without the money.
Under one option, the successor may be able to purchase the company from ongoing profits. Other options include setting up a sinking fund or allowing the successor to simply borrow the money. These options may work but they leave much to chance.
sepia image of a ripped Life Insurance print on a piece of paper over several 50 dollars bills
Life insurance is a flexible financial
instrument available to any business owner
Instead, consider a funding vehicle that also protects your family in the event of your disability or premature death, such as life and disability income insurance. You would be surprised what can be done with a properly structured life insurance policy. Your insurance professional or your independent professional advisers can work with you to help you develop a sound business strategy.
Alternatively, have a Plan B. As a business owner, you know that very few things go exactly as planned. What if your business hits tough times or your successor dies, becomes disabled, or leaves because of a personality conflict? Or what if there simply is no heir apparent waiting in the wings? Sometimes, your only alternative may be to dissolve the business. Be ready. It is after all the route most often taken.
Now that, if you dislike the idea of fading your business away, then you have no alternative but to begin mapping out your retirement strategy today. What are you waiting for?


  1. In the business of "Specialty Retailing and/or Specialty Sales Representation", I have most often recommended that the owner should hire the guy who will purchase his business. Hire him. Groom him. Create capability and desire in that guy to want to buy your business and carry on with your business. Most often such a sale consists of a small initial transfer from the buyer to the seller followed by monthly installment payments. Not only has the owner taught and mentored the buyer but in this transaction the owner can manage the sale through the transition period and therefore more likely enjoy a successful transaction.

    Ray Windsor
    German Maestro

  2. Great Point Ray,
    The challenge comes when many owners fear that the monthly payments won't come after the company is fatally wounded by poor management. This is where creating a fund can come in very handy.
    I did not get into how the insurance could be implemented as I did not want to make the article too long. But suffice it to say that a policy is funded by part of the employee compensation package. This keeps the future owner loyal and focused. Different to key employee insurance, the policy covers the owner. If the owner dies, the family will not have to fight for the business with the future owner. They get the death benefit and the company changes hands. This also helps make things safer for the future owner. If the owner remains alive, the future owner borrows the cash value that had been funded with his pay package. In that way, the money is exchanged right away and the seller walks away with the cash. Every body is happy.
    When done properly, tax benefits can also be had all the way around.
    Thanks for sharing your great experience. I hope that my suggestion also adds value to your work.