Every week I’m approached by someone looking for advice on either how to start a business, or how to sell their business. Each situation is unique but I definitely learned a lot in the process of selling a couple of my own, and being involved in the acquisition of about a dozen along the way, too. When I sold my first company, at age 30, I was so naive and trusting that I really couldn’t believe that there would be buyer-companies who would purposely mislead early in the process so they could get a cheaper price down the road. I was lucky in that I was treated fairly and got a price I actually thought was better than I deserved!
My friend and favorite consultant, Verne Harnish, has a new must-read article on this called, Selling the Business: Games Buyers Play. I encourage you to read the full article but the key takeaways that any seller has to remember is that it doesn’t cost a buyer anything to give you a non-binding term sheet. So as a strategy many buyer-companies will drop a term sheet quickly with a generous valuation (ie, offer price) knowing that it is all subject to change during “due diligence.” And it’s this long, pain-in-the-ass due diligence process that inevitably uncovers “problems”. The buyer may say things like, “Oh, we didn’t know such a large amount of revenue comes from one client, that’s risky. We didn’t know such a low percentage of revenue was recurring. We didn’t realize you didn’t have the latest software quality control modules installed, that will cost money. We interviewed your clients and there is a long list of things they say you can do better.” And on on. And with each item they “discover” they’ll say “No problem, but we’ll have to adjust the valuation.”
So why doesn’t the selling-entrepreneur just walk from the new deal. Well, some do. But most of have been dreaming of a stress-free life with new cars and boats, and are completely burned out by the sale process. They’ll just take the new lower offer to be done with the whole thing.
And in a worst case scenario, the buyer-company may just be a competitor, and you’ve just opened the kimono to your intellectual property, your client list and even your employee list.
Not all buyers will use these tactics, but they’re good to be aware of. As a seller, do yourself a favor and share as much information as possible before the term sheet so there are no surprises later, and have your due diligence materials ready to go on a moments notice so it’s a short process.
Kevin Kruse is a NY Times bestselling author and keynote speaker. Get more success and tips from his newsletter at kevinkruse.com and check out keynote video clips. His new book, Employee Engagement 2.0, teaches managers how to turn apathetic groups into emotionally committed teams.